<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
.............................................................................
(Name of Registrant as Specified In Its Charter)
..............................................................................
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) and 0-11.
1) Title of each class of securities to which transaction applies:
.......................................................................
2) Aggregate number of securities to which transaction applies:
.......................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
.......................................................................
4) Proposed maximum aggregate value of transaction:
.......................................................................
* Set forth the amount on which the filing fee is calculated and state how
it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid:
......................................................
2) Form, Schedule or Registration Statement No.:
......................................................
3) Filing Party:
......................................................
4) Date Filed:
......................................................
Notes:
<PAGE>
LOGO
1108 FIFTH AVENUE
SAN RAFAEL, CALIFORNIA 94901
March 22, 1994
To Our Shareholders:
The Annual Meeting of Shareholders of Westamerica Bancorporation will be held
at 7:30 p.m. on Tuesday, April 26, 1994, at the Showcase Theatre, Marin Center,
San Rafael, California, as stated in the formal notice accompanying this
letter. We hope you will plan to attend.
At the Annual Meeting, the shareholders will be asked to elect directors, to
approve the selection of independent auditors and to consider two shareholder
proposals.
Please sign and return the enclosed proxy card as promptly as possible so
that your shares may be represented at the Annual Meeting. If you attend, you
may vote in person even though you previously returned your proxy.
We look forward to seeing you at the Annual Meeting on Tuesday, April 26,
1994.
Sincerely,
/s/ DAVID L. PAYNE
DAVID L. PAYNE
Chairman of the Board
<PAGE>
WESTAMERICA BANCORPORATION
1108 FIFTH AVENUE
SAN RAFAEL, CALIFORNIA 94901
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS--APRIL 26, 1994
To the Shareholders of WESTAMERICA BANCORPORATION:
The Annual Meeting of Shareholders will be held at the Showcase Theatre,
Marin Center, San Rafael, California, on Tuesday, April 26, 1994, at 7:30 p.m.
for the purposes of:
1. Electing 13 directors;
2. Approving the selection of independent auditors for 1994;
3. Consideration of a shareholder proposal to change the method of
compensation of the Chief Executive Officer of Westamerica Bancorporation;
4. Consideration of a shareholder proposal to change the method of
compensation of the members who serve on Westamerica Bancorporation's Board
of Directors; and
5. Transacting such other business as may properly come before the
meeting.
Shareholders of record at the close of business on March 1, 1994, are
entitled to notice of and to vote at the annual meeting or any adjournment
thereof. You are cordially invited to attend the annual meeting. If you do not
expect to be present, please sign and date the accompanying proxy and mail it
at once in the enclosed envelope. No postage is necessary if mailed within the
United States.
WESTAMERICA BANCORPORATION'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER
31, 1993 IS ENCLOSED. THE ANNUAL REPORT CONTAINS FINANCIAL AND OTHER
INFORMATION ABOUT THE ACTIVITIES OF WESTAMERICA BANCORPORATION, BUT IT IS NOT
TO BE DEEMED A PART OF THE PROXY SOLICITING MATERIAL.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ M. KITTY JONES
M. KITTY JONES
Senior Vice President & Secretary
Dated: March 22, 1994
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO SIGN, DATE AND PROMPTLY RETURN YOUR PROXY SO THAT
YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROXY STATEMENT........................................................... 1
ELECTION OF DIRECTORS..................................................... 2
CERTAIN INFORMATION ABOUT THE BOARD OF DIRECTORS AND CERTAIN COMMITTEES OF
THE BOARD................................................................ 5
EXECUTIVE OFFICERS........................................................ 7
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT............ 9
EXECUTIVE COMPENSATION.................................................... 11
RETIREMENT BENEFITS AND OTHER ARRANGEMENTS................................ 13
BOARD COMPENSATION COMMITTEE REPORT....................................... 15
STOCK PERFORMANCE CHART................................................... 17
APPROVAL OF AUDITORS...................................................... 17
SHAREHOLDER PROPOSALS..................................................... 17
OTHER MATTERS............................................................. 21
GENERAL................................................................... 22
</TABLE>
<PAGE>
WESTAMERICA BANCORPORATION
1108 FIFTH AVENUE
SAN RAFAEL, CALIFORNIA 94901
----------------
PROXY STATEMENT
----------------
March 22, 1994
This statement is furnished in connection with the solicitation of proxies by
the Board of Directors of Westamerica Bancorporation (the "Corporation") for
use at the Annual Meeting of Shareholders to be held at 7:30 p.m., Tuesday,
April 26, 1994, at the Showcase Theatre, Marin Center, San Rafael, California,
for the purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders (the "Meeting"). This statement and the form of proxy were first
mailed to shareholders on March 22, 1994.
Voting Rights and Vote Required. Shareholders of record at the close of
business on March 1, 1994, the record date, are entitled to vote at the
Meeting. On that date, 8,078,907 shares of stock were outstanding. The
determination of shareholders entitled to vote at the Meeting and the number of
votes to which they are entitled was made on the basis of the Corporation's
records as of the record date. The presence in person or by proxy of the
holders of a majority of the Corporation's outstanding shares constitutes a
quorum for the transaction of business at the Meeting.
Each share is entitled to one vote, except that with respect to the election
of directors, a shareholder may cumulate votes as to candidates nominated prior
to voting if any shareholder gives notice of intent to cumulate votes at the
Meeting prior to the voting. If any shareholder gives such notice, all
shareholders may cumulate their votes for nominees. Under cumulative voting,
each share carries as many votes as the number of directors to be elected, and
the shareholder may cast all of such votes for a single nominee or distribute
them in any manner among as many nominees as desired.
In the election of directors, the 13 nominees receiving the highest number of
votes will be elected. Approval of the selection of the independent auditors
will require the affirmative vote of a majority of the shares represented and
voting at the Meeting. The approval of the shareholder's proposal which
proposes changing the method of compensating the Chief Executive Officer of the
Corporation and the shareholder's proposal which proposes changing the method
of compensating the members of the Board of Directors (the "Board") of the
Corporation will also require the affirmative vote of a majority of the shares
represented and voting at the Meeting. Abstentions will not count as votes in
favor of the election of directors or any of the other proposals.
Voting of Proxies. The shares represented by all properly executed proxies
received in time for the Meeting will be voted in accordance with the
shareholders' choices specified therein; except that where no choices have been
specified, the shares will be voted to approve the selection of KPMG Peat
Marwick as independent auditors, to disapprove the shareholder's proposal to
change the method of compensating the Chief Executive Officer of the
Corporation and to disapprove the shareholder's proposal to change the method
of compensating the members of the Board. When exercising the powers granted to
proxy holders under the caption "ELECTION OF DIRECTORS," the shares will be
voted for the election of directors in the manner described therein.
The Board knows of no matters to be brought before the Meeting other than the
election of directors, the selection of independent auditors for 1994 and the
consideration of the two
1
<PAGE>
shareholders' proposals. If, however, any other matters of which the Board is
not now aware are properly presented for action, it is the intention of the
proxy holders named in the enclosed form of proxy to vote such proxy on such
matters in accordance with their best business judgment.
Revocability of Proxy. The delivery of the enclosed form of proxy does not
preclude the shareholder delivering the proxy from voting in person or changing
the proxy should the shareholder so desire. The proxy may be revoked by a
written directive to the Corporation or by another proxy subsequently executed
and presented at the Meeting at any time prior to the actual voting or by
attendance and voting at the Meeting.
Shareholder Proposals. Proposals of shareholders to be considered for
inclusion in the Corporation's annual proxy statement for next year's annual
Meeting must be received at the Corporation's executive offices at 1108 Fifth
Avenue, San Rafael, California 94901, no later than November 21, 1994.
ELECTION OF DIRECTORS
The number of directors to be elected at the Meeting to hold office for the
ensuing year and until their successors are elected and qualified is 13. It is
the intention of the proxy holders named in the enclosed form of proxy to vote
such proxies (except those containing contrary instructions) for the 13
nominees named below.
The Board does not anticipate that any of the nominees will be unable to
serve as a director, but if that should occur before the Meeting, the proxy
holders reserve the right to substitute as nominee and vote for another person
of their choice in the place and stead of any nominee unable so to serve. The
proxy holders reserve the right to cumulate votes for the election of directors
and cast all of such votes for any one or more of the nominees, to the
exclusion of the others, and in such order of preference as the proxy holders
may determine in their discretion.
Nominees. The nominees for election to the office of director are named and
certain information with respect to them is given below. The information has
been furnished by the respective nominees. All of the nominees have engaged in
their indicated principal occupation for more than five years, unless otherwise
indicated.
<TABLE>
<CAPTION>
DIRECTOR
NAME OF NOMINEE PRINCIPAL OCCUPATION SINCE
--------------- -------------------- --------
<C> <S> <C>
Etta Allen................... Mrs. Allen, born in 1929, is presi- 1988
dent and owner of Allen Heating and
Sheet Metal of Greenbrae, a company
which she and her late husband
founded in 1957. Mrs. Allen is a li-
censed contractor in heating, venti-
lating, air conditioning and sheet
metal and is active in various build-
ing industry organizations, as well
as many civic and community activi-
ties. She also owns Sunny Slope
Ranch, a vineyard in Sonoma County.
Mrs. Allen is a director of the Cali-
fornia State Compensation Insurance
Fund. She is a director of
Westamerica Bank ("WAB"), a wholly-
owned subsidiary of the Corporation,
and a member of the Audit Committee
and the Employee Benefits and Compen-
sation Committee.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR
NAME OF NOMINEE PRINCIPAL OCCUPATION SINCE
--------------- -------------------- --------
<C> <S> <C>
Louis E. Bartolini........... Mr. Bartolini, born in 1932, retired 1991
in 1988 as a vice president and fi-
nancial consultant after 33 years
with Merrill Lynch, Pierce Fenner &
Smith, Inc. A resident of Marin
County for 35 years, Mr. Bartolini
has been active in various community,
charitable and educational orga-
nizations and presently serves on the
boards of several of these organiza-
tions. He is a director of WAB and a
member of the Audit Committee and the
Nominating Committee.
Charles I. Daniels, Jr....... Mr. Daniels, born in 1926, is presi- 1989
dent and owner of House of Daniels,
Inc., of Novato, a 61-year-old bever-
age distribution firm which operates
through its three sales companies,
Golden Gate Distributing Company,
Redwood Vintners and Golden Gate Liq-
uors, covering the northern Califor-
nia market. Mr. Daniels is active in
community, professional and trade re-
lated associations and is a Califor-
nia director of the Wine & Spirits
Wholesalers of America. He is a di-
rector of WAB and a member of the Au-
dit Committee and the Nominating Com-
mittee.
Don Emerson.................. Mr. Emerson, born in 1928, was presi- 1979
dent of Calso Company (the holding
company that owns the formula and
name "Calso Water," a carbonated min-
eral water). He presently devotes his
time to personal investments. Mr. Em-
erson is a director of Bank of Lake
County ("BLC"), a subsidiary of the
Corporation, and WAB. He is a member
of the Executive Committee, the Em-
ployee Benefits and Compensation Com-
mittee and the Nominating Committee.
Arthur C. Latno, Jr.......... Mr. Latno, born in 1929, was an Exec- 1985
utive Vice President for Pacific Tel-
esis Group (formerly Pacific Tele-
phone Co.) in San Francisco from
1978, having worked for the telephone
company for 40 years. Mr. Latno re-
tired from that company on November
1, 1992. He is director of WAB and is
Chairman of the Nominating Committee
and a member of the Executive Commit-
tee, the Employee Benefits and Com-
pensation Committee and the Loan and
Investment Committee.
Patrick D. Lynch............. Mr. Lynch, born in 1933, is a consul- 1986
tant and director for several high
technology firms. From 1987 to 1989
he was president of Microphoretics,
which manufactured instruments for
the biochemistry market. In 1989,
Microphoretics declared bankruptcy
under Chapter 11 of the Bankruptcy
Code and was subsequently liquidated.
From 1985 to 1987 he was president
and a partner of Byars & Lynch Inter-
national, Inc., an engineering con-
sulting firm in Santa Clara. He is a
director of WAB and is Chairman of
the Employee Benefits and Compensa-
tion Committee and a member of the
Executive Committee and the Loan and
Investment Committee.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR
NAME OF NOMINEE PRINCIPAL OCCUPATION SINCE
--------------- -------------------- --------
<C> <S> <C>
Catherine Cope MacMillan..... Ms. MacMillan, born in 1947, is pres- 1985
ident and owner of The Firehouse Res-
taurant in Sacramento. In addition to
the restaurant business, Ms. MacMil-
lan participates in numerous civic,
community and trade activities in the
Sacramento community. She is a direc-
tor of WAB and is a member of the Em-
ployee Benefits and Compensation Com-
mittee, the Nominating Committee and
the Loan and Investment Committee.
James A. Maggetti............ Mr. Maggetti, born 1924, was ap- 1993
pointed to the Board of Directors in
August 1993. He is a founding direc-
tor of Napa Valley Bank ("NVB"), a
subsidiary of the Corporation, and is
a member of its Directors' Loan Com-
mittee. Mr. Maggetti is also a direc-
tor of Oregon Steel Mills, Inc., the
parent of Napa Pipe Company. He was a
founding director and former Vice
Chairman of Napa Valley Bancorp until
its merger into the Corporation on
April 15, 1993. Mr. Maggetti is now
retired, having formerly been an ex-
ecutive officer of Kaiser Steel Cor-
poration where he was employed for 28
years.
Dwight H. Murray, Jr., M.D... Dr. Murray, born 1927, was appointed 1993
to the Board of Directors in August
1993. He is a founding director of
NVB and a member of its Directors'
Audit Committee. He was a founding
director of Napa Valley Bancorp and
served on that board until its merger
into the Corporation on April 15,
1993. Dr. Murray is a self-employed
vascular general surgeon and is an
Associate Clinical Professor of Sur-
gery at University of California at
San Francisco. He is a director on
the Corporate Board of Blue Shield,
and formerly served a tenure as Chief
of Staff of Queen of the Valley Hos-
pital in Napa.
Ronald A. Nelson............. Mr. Nelson, born in 1942, is vice 1988
president of Charles M. Schulz Crea-
tive Associates, a general partner in
various Schulz partnerships and
trustee for various Schulz trusts and
the Schulz foundation, with responsi-
bility for all Schulz business and
financial matters including licensed
use of the Peanuts characters. He is
also vice president of Redwood Empire
Ice Arena, Woodstock Aviation and
C.B. Properties, Inc. He is a direc-
tor of WAB and is Chairman of the Au-
dit Committee and a member of the Em-
ployee Benefits and Compensation Com-
mittee.
Carl R. Otto................. Mr. Otto, born in 1946, is the Presi- 1992
dent and Chief Executive Officer of
John F. Otto, Inc., a general con-
tracting firm in Sacramento, as well
as a director of The Freeport Compa-
ny, the real estate holding company
that owns John F. Otto, Inc. Mr. Otto
is also a director and majority
shareholder of R.A. Swanson Company,
a Sacramento construction firm. He is
a director of WAB and is a member of
the Audit Committee.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR
NAME OF NOMINEE PRINCIPAL OCCUPATION SINCE
--------------- -------------------- --------
<C> <S> <C>
David L. Payne............... Mr. Payne, born in 1955, has been 1984
Chairman of the Board of both the
Corporation and WAB since January
1988 and was appointed President and
Chief Executive Officer in November
1989. He is President of Westamerica
Bank Properties ("WABP"), a real es-
tate holding company which is a sub-
sidiary of WAB, Chairman, President
and Chief Executive Officer of Commu-
nity Banker Services Corporation
("CBSC"), a subsidiary of the Corpo-
ration and Chairman of Weststar Mort-
gage Corporation ("WMC"), a mortgage
servicing subsidiary of CBSC. He is
also Chairman and President of Napa
Valley Development ("NVD"), a subsid-
iary of NVB, and a director of NVB.
He is President and Chief Executive
Officer of Gibson Printing and Pub-
lishing Company and Gibson Radio and
Publishing Company, which are newspa-
per, commercial printing and real es-
tate investment companies headquar-
tered in Vallejo. Mr. Payne served on
the Board of Directors of Vaca Valley
Bank from 1982 until its consolida-
tion with WAB. He is Chairman of the
Executive Committee and a member of
the Nominating Committee.
Edward B. Sylvester.......... Mr. Sylvester, born in 1936, is the 1979
owner of Sylvester Engineering, Inc.,
a civil engineering and planning
firm. He takes an active lead in var-
ious civic activities in Nevada Coun-
ty, especially in the business commu-
nity and in the county's transporta-
tion improvements. Mr. Sylvester
served as a director of Gold Country
Bank from its incorporation in 1974
until its consolidation with WAB. He
is a director of WAB and is a member
of the Executive Committee, the Nomi-
nating Committee and is Chairman of
the Loan and Investment Committee.
</TABLE>
CERTAIN INFORMATION ABOUT THE BOARD OF DIRECTORS
AND CERTAIN COMMITTEES OF THE BOARD
The full Board of Directors held a total of 12 meetings during 1993. All of
the directors attended at least 75% of the aggregate of the meetings of the
full Board and each of the Committees on which such directors serve during the
periods that they served.
Committees of the Board. The Board has an Executive Committee, the members of
which are D. L. Payne, Chairman, D. Emerson, A. C. Latno, Jr., P. D. Lynch and
E. B. Sylvester. The Board delegates to the Executive Committee, subject to
control of the Board and subject to the limitations of California General
Corporation Law, any powers and authority of the Board in the management of the
business and affairs of the Corporation. The Executive Committee held 13
meetings in 1993.
The Board has an Audit Committee, the members of which are R. A. Nelson,
Chairman, E. Allen, L. E. Bartolini, C. I. Daniels, Jr., and C. R. Otto. The
Audit Committee reviews with the Corporation's independent auditors and with
management the Corporation's accounting principles, policies and practices and
its reporting policies and practices. The Audit Committee reviews with the
independent
5
<PAGE>
auditors the plan and results of the auditing engagement and reviews the scope
and results of the procedures of the Corporation's internal Audit Department.
The Audit Committee conducts investigations of the adequacy of the
Corporation's internal accounting procedures and reviews the results of such
investigations with the Corporation's internal audit staff and with the full
Board. The Audit Committee reviews the reports of examinations conducted by
bank regulatory authorities. The Audit Committee held 12 meetings in 1993.
The Board has an Employee Benefits and Compensation Committee, the members of
which are P. D. Lynch, Chairman, E. Allen, D. Emerson, A. C. Latno, Jr., C. C.
MacMillan and R. A. Nelson. The Employee Benefits and Compensation Committee
administers and carries out the terms of the Corporation's employee stock
option plans as well as the tax deferred savings and retirement plans. The
Employee Benefits and Compensation Committee administers the Corporation's
compensation programs and reviews and recommends to the Board the compensation
level for the executive officers of the Corporation and its subsidiaries. The
Employee Benefits and Compensation Committee also reviews the performance of
and recommends promotions for the executive officers of the Corporation. The
Employee Benefits and Compensation Committee held 13 meetings in 1993.
The Board has a Nominating Committee for the election of directors, the
members of which are A. C. Latno, Jr., Chairman, L. E. Bartolini, C. I.
Daniels, Jr., D. Emerson, C. C. MacMillan, D. L. Payne and E. B. Sylvester. The
Nominating Committee is responsible for reviewing the fees paid to directors
for attendance at Board and Committee meetings and making recommendations with
respect thereto. The Nominating Committee will consider shareholder nominations
for election to the Board submitted in accordance with Section 2.14 of the
Bylaws of the Corporation. Section 2.14 requires that nominations be submitted
in writing to the Secretary of the Corporation within not less than 14 days nor
more than 50 days prior to the Annual Meeting at which directors will be
elected and that nominations contain certain specified information regarding
the nominee and the nominating shareholder. The Nominating Committee held 1
meeting in 1993.
The Board has a Loan and Investment Committee, the members of which are E. B.
Sylvester, Chairman, A. C. Latno, Jr., P. D. Lynch, and C. C. MacMillan. The
Loan and Investment Committee is responsible for reviewing major loans and
investment policies and for monitoring the activities related to the Community
Reinvestment Act. The Loan and Investment Committee met 13 times in 1993.
Directors' Fees. During 1993, directors of the Corporation and WAB received
an annual retainer of $14,000. Each director received $1,000 for each meeting
of the Board that he or she attended, except that if the director was a member
of the Board of both the Corporation and a subsidiary bank and both Boards met
on the same day, the director only received a single $1,000 fee for attending
both meetings.
During 1993, non-employee directors received $500 for each Committee meeting
attended. The Chairman of each Committee received an additional $250, for a
total of $750, for each Committee meeting attended. The Chairman of the Board
is compensated as an employee and did not receive an annual retainer or
director's fees.
Indebtedness of Directors and Management. Certain of the directors, executive
officers and their associates have had banking transactions in the ordinary
course of business with WAB. All outstanding loans and commitments included in
such transactions were made on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with other persons, did not involve more than a normal risk of
collectibility and did not present other unfavorable features.
6
<PAGE>
EXECUTIVE OFFICERS
The executive officers of the Corporation and WAB serve at the pleasure of
the Board and are subject to annual appointment by the Board at its first
meeting following the Annual Meeting of Shareholders. It is anticipated that
each of the executive officers listed below will be reappointed to serve in
such capacities at the first meeting of the Board following the Meeting. The
executive officers include David L. Payne, President and Chief Executive
Officer, about whom information is provided above, and the following persons:
<TABLE>
<CAPTION>
HELD
NAME OF EXECUTIVE POSITION SINCE
- ----------------- -------- -----
<S> <C> <C>
James M. Barnes..... Mr. Barnes, born in 1953, is Executive Vice Presi- 1985
dent and Chief Financial Officer for the Corpora-
tion and WAB. He is a director, Executive Vice
President and Chief Financial Officer for WABP, a
director and Chief Financial Officer of CBSC and a
director, Executive Vice President and Chief Finan-
cial Officer of WMC. He is also a director of the
Corporation's training subsidiary, Learnex Corp.
Mr. Barnes is Manager of the Finance and Adminis-
tration Division of WAB. Following four years with
The First National Bank of Chicago, Mr. Barnes
joined The Bank of California, where he held vari-
ous financial management positions during his six-
year tenure, holding the office of Treasurer prior
to joining the Corporation in 1985.
E. Joseph Bowler.... Mr. Bowler, born in 1936, is Senior Vice President 1980
and Treasurer for both the Corporation and WAB and
is head of WAB's Treasury Division. He is a direc-
tor and President of WMC, Treasurer of CBSC, and
Senior Vice President and Treasurer for both NVB
and BLC. Mr. Bowler joined the Corporation in 1972
as Investment Officer and received various officer
promotions, being promoted to Treasurer in 1980 and
to Senior Vice President in 1983. Mr. Bowler began
his banking career in San Francisco in 1963.
Robert W. Entwisle.. Mr. Entwisle, born in 1947, is Senior Vice Presi- 1986
dent in charge of the Banking Division of WAB which
entails the overall supervision of WAB's branch
system. He is also a director of WMC and a director
and Senior Vice President of CBSC. Mr. Entwisle
joined WAB in 1980 as Vice President in the commer-
cial lending area and has held the positions of
Manager of Corporate Banking as well as Regional
Vice President of the Solano and northern Marin
County branches of WAB. He was promoted to Senior
Vice President in 1985.
Evan N. Fricker..... Mr. Fricker, born in 1938, is Vice President and 1983
General Auditor for the Corporation and WAB and is
responsible for all audit functions of the Corpora-
tion and its subsidiaries. Mr. Fricker has been a
Chartered Bank Auditor since 1984 and a Certified
Public Accountant since 1969.
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
HELD
NAME OF EXECUTIVE POSITION SINCE
- ----------------- -------- -----
<S> <C> <C>
Charles L. Fritz.... Mr. Fritz, born in 1936, is Executive Vice Presi- 1988
dent and Chief Credit Officer of WAB, NVB and BLC.
He is responsible for WAB and all other subsidiary
banks' lending functions to ensure that the loan
portfolios meet established objectives in terms of
credit quality, risk diversification, profitability
and funds allocation. For 19 years before joining
WAB in 1988, Mr. Fritz held various management po-
sitions in the lending area at Barclays Bank of
California.
Dennis R. Hansen.... Mr. Hansen, born in 1950, is Senior Vice President 1978
and Controller for the Corporation and is Senior
Vice President, Controller and Cashier for WAB. In
addition, Mr. Hansen is Senior Vice President,
Chief Financial Officer and Treasurer of Learnex
Corp., a director and Senior Vice President of
WABP, Senior Vice President and Chief Financial Of-
ficer of NVB and BLC, Controller for CBSC and Se-
nior Vice President of NVD. His responsibilities
include financial planning, accounting and report-
ing, risk management and other accounting-related
matters. Mr. Hansen joined the Corporation in 1978
as Controller, was promoted to Vice President in
1979 and to Senior Vice President in 1983. Mr.
Hansen has been a member of the American Institute
and the California Society of CPAs since 1974.
M. Kitty Jones...... Mrs. Jones, born in 1927, is Senior Vice President 1982
and Corporate Secretary for the Corporation, WAB,
Learnex Corp. and for WABP. She also serves as Cor-
porate Secretary of WMC, is a director of Learnex
Corp., Senior Vice President and Corporate Secre-
tary of NVB and BLC, Corporate Secretary of CBSC
and Senior Vice President and Corporate Secretary
for NVD. She is responsible for matters related to
Board of Director meetings, shareholder relations
and legal reporting for the Corporation and its
subsidiaries. She joined the Corporation in 1963 as
an assistant to the branch manager and has held
various management positions over the years, in-
cluding Vice President of Advertising and Public
Relations from 1967 to 1982. She was promoted to
Corporate Secretary in 1982 and to Senior Vice
President in 1985.
Thomas S. Lenz...... Mr. Lenz, born in 1937, is Senior Vice President 1989
and Chief Credit Administrator of WAB. He is also
Senior Vice President of CBSC. He manages WAB's
Credit Administration Division, supervises approval
of credits, including their administration and mon-
itoring, in accordance with WAB's established poli-
cies and procedures relating to risk, profitabili-
ty, funds allocation and business development ob-
jectives. He shares responsibility for the quality
and profitability of WAB's loan portfolio with
WAB's Chief Credit Officer. Prior to joining WAB in
1989, Mr. Lenz was employed for 18 years by
Barclays Bank of California in a variety of posi-
tions, his last being Senior Vice President and
Manager of Branch Loan Administration. Prior to
that, he was Regional Manager of that bank's 35-
unit branch system in Northern California.
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
HELD
NAME OF EXECUTIVE POSITION SINCE
- ----------------- -------- -----
<S> <C> <C>
Hans T. Y. Tjian.... Mr. Tjian, born in 1939, joined WAB in May 1989, as 1989
Senior Vice President and Manager of the Operations
and Systems Administration Division. He is also a
Director and Senior Vice President of CBSC. His re-
sponsibilities include data processing, item
processing, loan operations and bank administrative
services. Prior to joining WAB, Mr. Tjian was a Se-
nior Vice President at Wells Fargo Bank, responsi-
ble for product management, finance, risk manage-
ment and planning for the Wholesale Services Group.
Mr. Tjian has been involved in the banking business
for 25 years and his experience includes opera-
tions, computer systems management, strategic plan-
ning and credit policy.
</TABLE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners. The following table shows,
to the knowledge of the Corporation, the beneficial owners of more than five
percent of the Corporation's shares as of February 4, 1994. Such information
has been furnished directly by each such entity to the Corporation. For the
purpose of this disclosure and the disclosure of ownership of shares by
management below, shares are considered to be "beneficially" owned if the
person has or shares the power to vote or direct the voting of the shares, the
power to dispose of or direct the disposition of the shares, or the right to
acquire beneficial ownership (as so defined) within 60 days of February 1,
1994.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
--------------------------------------------
SOLE SHARED SOLE SHARED PERCENT
NAME AND ADDRESS OF BENEFICIAL VOTING VOTING INVESTMENT INVESTMENT OF
OWNER POWER POWER POWER POWER CLASS
- ------------------------------ ------- ------ ---------- ---------- -------
<S> <C> <C> <C> <C> <C>
Alpha Capital Company, Inc. ..... -- -- 707,004 -- 8.75%
1425 Leimert Boulevard, Suite 400
Oakland, CA 94602
J.P. Morgan & Co. Incorporated... 317,100 -- 462,600 -- 5.70
60 Wall Street
New York, NY 10260
</TABLE>
9
<PAGE>
Security Ownership of Directors and Management. The following table shows the
number of shares and the percentage of the shares beneficially owned (as
defined above) by each of the current directors, by each of the nominees for
election to the office of director and by all directors and executive officers
of the Corporation as a group as of February 4, 1994.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
---------------------------------------------------------
SOLE
VOTING AND SHARED RIGHT TO ACQUIRE PERCENT OF
INVESTMENT VOTING WITHIN 60 DAYS OF SHARES OF
NAMES POWER POWER FEBRUARY 1, 1993(1) TOTAL(2) CLASS (3)
- ----- ---------- ------ ------------------- -------- ----------
<S> <C> <C> <C> <C> <C>
Etta Allen.............. 2,899 2,899 *
Louis E. Bartolini(4)... 600 600 *
Charles I. Daniels, Jr.. 345 345 *
Don Emerson............. 21,475 21,475 *
Arthur C. Latno, Jr.(5). 1,033 1 1,034 *
Patrick D. Lynch........ 100 100 *
Catherine C. MacMillan.. 400 400 *
James A. Maggetti(6).... 35,393 35,393 *
Dwight H. Murray,
Jr.(7)................. 60,205 9 60,214 *
Ronald A. Nelson........ 10,000 10,000 *
Carl R. Otto............ 1,000 1,000 *
David L. Payne(8)....... 183,436 2,669 26,466 212,571 2.62%
Edward B. Sylvester(9).. 26,221 139 26,360 *
James M. Barnes......... 3,975 3,003 50,467 57,445 *
Robert W. Entwisle(10).. 4,489 3,499 24,399 32,387 *
Hans T. Y. Tjian(11).... 11,676 2,641 15,184 29,501 *
Charles L. Fritz(12).... 12,800 2,558 7,582 22,940
All 22 Directors and
Executive Officers as a
group.................. 393,063 35,337 165,530 593,930 7.30%
</TABLE>
- --------
*Indicates that the percentage of the outstanding shares beneficially owned is
less than one percent (1%).
(1) Includes restricted performance shares vesting on March 31, 1994.
(2) Includes directors' qualifying shares.
(3) In calculating the percentage of ownership, all shares which the
identified person or persons have the right to acquire by exercise of
options are deemed to be outstanding for the purpose of computing the
percentage of the class owned by such person but are not deemed to be
outstanding for the purpose of computing the percentage of the class owned
by any other person.
(4) Includes 300 shares held in a profit sharing account for the benefit of
Mr. Bartolini.
(5) Includes 400 shares owned by Mr. Latno's wife as to which Mr. Latno
disclaims beneficial ownership.
(6) Mr. Maggetti is trustee of a trust holding 2,536 shares, as to which he
has sole voting and investment power.
(7) Includes 1,643 shares owned by Dr. Murray's wife, 756 shares owned by his
wife as custodian for their grandchildren and 9,294 shares owned by his
father-in-law who resides in the family home, as to which Dr. Murray
disclaims beneficial ownership.
(8) Includes 174,814 shares owned by Gibson Radio and Publishing Company, of
which Mr. Payne is President and Chief Executive Officer, as to which Mr.
Payne disclaims beneficial ownership.
(9) Includes 56 shares owned by his wife jointly with her mother and sister,
as to which Mr. Sylvester disclaims beneficial ownership.
(10) Held in a trust, as to which Mr. Entwisle is co-trustee with sole voting
and investment power.
10
<PAGE>
(11) Mr. Tjian is co-trustee of a trust holding 9,676 shares, as to which he
has sole voting and investment power.
(12) Includes 1,200 shares owned by his wife, as to which Mr. Fritz disclaims
beneficial ownership.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's directors and executive officers and persons who own more than
ten percent of a registered class of the Corporation's equity securities to
file with the Securities and Exchange Commission (the "SEC") and the American
Stock Exchange initial reports of ownership and reports of changes in ownership
of Common Stock and other equity securities of the Corporation. Officers,
directors and greater than ten percent shareholders are required by the SEC to
furnish the Corporation with copies of all Section 16(a) forms they file.
To the Corporation's knowledge, based on a review of the copies of such
reports furnished to the Corporation and written representations that no other
reports were required, during the fiscal year ended December 31, 1993, with the
exception of Hans T. Y. Tjian and Charles I. Daniels, Jr., all Section 16(a)
filing requirements applicable to its executive officers, directors and ten
percent shareholders were complied with.
On August 4, 1993, Mr. Tjian, Senior Vice President and Manager of the
Operations and Systems Administration Division, purchased 400 shares of the
Corporation's Common Stock. Due to a clerical error, this transaction was
omitted from Mr. Tjian's August 1993 Form 4 filing which was filed on August
30, 1993. On October 8, 1993, Mr. Tjian amended his August 1993 Form 4 to
include the August 4, 1993 transaction.
On April 29, 1993, Mr. Daniels, Director, purchased 100 shares of the
Corporation's Common Stock. Mr. Daniels failed to file an April 1993 Form 4 due
May 10, 1993 to report such purchase. On July 22, 1993, Mr. Daniels filed his
April 1993 Form 4.
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the compensation of the
Corporation's Chief Executive Officer and four other most highly compensated
executive officers for services in all capacities to the Corporation, WAB and
other subsidiaries during 1993, 1992 and 1991:
11
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION(1) LONG-TERM COMPENSATION
-------------------------------- -----------------------
OTHER
NAME AND ANNUAL RESTRICTED ALL OTHER
PRINCIPAL COMPENSA- STOCK COMPENSA-
POSITION YEAR SALARY BONUS(2) TION(3) AWARDS(4)(5) OPTIONS(4) TION(6)
- --------- ---- -------- -------- --------- ------------ ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
David L. Payne, 1993 $260,016 $190,000 $12,836 $187,425 13,000 $7,088
CEO 1992 260,015 240,200 14,214 162,750 11,150 5,310
1991 248,333 152,000 12,794 100,013 8,400 4,238
James M. Barnes, 1993 $149,040 $100,600 $12,508 $ 72,275 4,650 $4,497
EVP & CFO 1992 149,000 72,400 12,667 58,125 4,000 4,364
1991 149,000 52,500 12,630 34,925 5,900 4,238
Robert W. Entwisle, 1993 $134,280 $ 68,500 $15,839 $ 64,925 4,200 $6,216
SVP 1992 134,280 60,400 16,856 52,312 3,600 2,982
1991 134,280 44,900 16,559 31,750 2,600 2,650
Hans T. Y. Tjian, 1993 $130,008 $ 65,700 $14,714 $ 58,800 3,800 $4,497
SVP 1992 130,008 58,200 15,173 47,469 3,250 4,364
1991 130,008 41,900 15,322 25,400 5,150 4,238
Charles L. Fritz, 1993 $120,942 $ 56,500 $13,728 $ 58,800 3,800 $8,069
EVP & CCO 1992 120,744 53,700 14,523 47,469 3,250 4,364
1991 116,088 40,800 14,270 28,575 2,350 4,062
</TABLE>
- --------
(1) Includes amounts deferred under compensation agreements and amounts
contributed by the individual to the Westamerica Bancorporation Tax-
Deferred Savings/Retirement Plan (ESOP) pursuant to Section 401(k) of the
Internal Revenue Code.
(2) Includes bonuses in the year in which they were earned.
(3) Includes monthly auto allowance for each individual, the amount of any
taxable perquisites, and split dollar life insurance for Mr. Payne in 1993
and 1992.
(4) The Corporation grants restricted performance shares and nonqualified stock
options in the first quarter of each year based on corporate performance in
the prior calendar year. These grants are reported in the year in which
they were granted. Restricted performance shares vest and are issued to
recipients on the first March 31, following the third anniversary of grant
if corporate performance criteria established at the time of grant are
achieved. At December 31, 1993 these individuals held the following
unvested restricted performance shares with the following fair market
values, based on a price of $27.25 per share: Payne (22,350 shares valued
at $609,038), Barnes (8,150 shares valued at $222,088), Entwisle (7,350
shares valued at $200,288), Tjian (6,450 shares valued at $175,763), and
Fritz (6,650 shares valued at $181,213).
(5) Restricted performance share grants were made on the following dates to the
named individuals:
<TABLE>
<CAPTION>
JANUARY 24, 1991 JANUARY 20, 1992 JANUARY 27, 1993
MARKET PRICE: $15.875/SHARE MARKET PRICE: $19.375/SHARE MARKET PRICE: $24.50/SHARE
--------------------------- --------------------------- --------------------------
<S> <C> <C> <C>
Payne................... 6,300 8,400 7,650
Barnes.................. 2,200 3,000 2,950
Entwisle................ 2,000 2,700 2,650
Tjian................... 1,600 2,450 2,400
Fritz................... 1,800 2,450 2,400
</TABLE>
(6) Includes 1993 matching contributions made by the Corporation under the
Westamerica Bancorporation Tax-Deferred Savings/Retirement Plan (ESOP) for
the accounts of Messrs. Payne, Barnes, Entwisle, Tjian, and Fritz of:
$4,497, $4,497, $3,486, $4,497, and $4,497, respectively.
12
<PAGE>
The following table describes the stock options and stock appreciation rights
("SARs") that were granted to the Corporation's Chief Executive Officer and
four other most highly compensated executive officers in the fiscal year ending
December 31, 1993. All of these grants were made on January 27, 1993, based on
achievement of 1992 corporate performance objectives.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
PERCENT
OF TOTAL GRANT
NUMBER OPTIONS GRANTED DATE
OF OPTIONS TO ALL EMPLOYEES EXERCISE EXPIRATION PRESENT
NAME GRANTED(1) IN FISCAL YEAR PRICE DATE VALUE(2)
- ---- ---------- ---------------- -------- ---------- --------
<S> <C> <C> <C> <C> <C>
David L. Payne........ 13,000 14.9% $24.50 1/27/03 $159,380
James M. Barnes....... 4,650 5.3 24.50 1/27/03 57,009
Robert W. Entwisle.... 4,200 4.8 24.50 1/27/03 51,492
Hans T. Y. Tjian...... 3,800 4.4 24.50 1/27/03 46,500
Charles L. Fritz...... 3,800 4.4 24.50 1/27/03 46,500
</TABLE>
- --------
(1) All options are nonqualified stock options which vest over a three-year
period: 1/3 one year after grant date, 2/3 two years after grant date, and
fully three years from grant date. All options have an exercise price equal
to the market value on the date of grant and expire ninety days following
termination of employment or ten years from date of grant, whichever occurs
first.
(2) A Black-Scholes option pricing model using standard assumptions, including
5.8% annual dividend growth, a risk-free rate equal to the ten-year U.S.
Treasury yield of 6.47%, volatility of 31.34%, and a ten-year maturity was
used to derive the per share option value of $12.26.
The following table sets forth the stock options or SARs exercised in 1993
and the December 31, 1993, unexercised value of both vested and unvested stock
options and SARs for the Corporation's Chief Executive Officer and four other
most highly compensated executive officers.
AGGREGATED OPTION AND SAR EXERCISES AND VALUE
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT IN-THE-MONEY OPTIONS/SARS
SHARES DECEMBER 31, 1993 AT DECEMBER 31, 1993(1)
ACQUIRED VALUE ------------------------- -------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
David L. Payne.......... 0 $ 0 9,317 23,233 $ 92,971 $126,135
James M. Barnes......... 3,650 64,404 45,716 9,284 545,214 56,166
Robert W. Entwisle...... 5,000 96,450 18,933 7,467 153,113 40,312
Hans T. Y. Tjian........ 0 0 9,516 7,684 87,877 47,046
Charles L. Fritz........ 0 0 2,650 6,750 26,354 36,421
</TABLE>
- --------
(1) Fair market value of the Corporation's Common Stock was $27.25 per share on
December 31, 1993.
RETIREMENT BENEFITS AND OTHER ARRANGEMENTS
DEFINED BENEFIT RETIREMENT PLAN
Illustrated below are the estimated annual retirement benefits, based upon a
single life annuity, which would be payable under the terms of the
Corporation's retirement plan to employees, in the salary ranges shown,
retiring at or after age 65 in 1993.
13
<PAGE>
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
ESTIMATED ANNUAL RETIREMENT INCOME
VALUATION PERIOD ------------------------------------
AVERAGE COMPENSATION 15 20 25 30 35
-------------------- ------ ------ ------ ------- -------
<S> <C> <C> <C> <C> <C>
$ 60,000................................... 14,800 19,700 24,600 29,600 34,500
100,000................................... 25,600 34,100 42,600 51,200 59,700
140,000................................... 36,400 48,500 60,600 72,800 84,900
180,000................................... 47,200 62,900 78,600 94,400 110,100
200,000 (maximum)......................... 52,600 70,100 87,700 105,200 122,700
</TABLE>
Benefits are calculated with reference to years of service and valuation
period average compensation based on a maximum of $200,000 per year, subject to
adjustments by the Internal Revenue Service ($235,840 for 1993). Compensation
includes salaries and wages. Benefits are not subject to social security. The
Omnibus Budget Reconciliation Act of 1993 reduced to $150,000 the maximum
amount of compensation available for retirement benefit accruals for qualified
plans such as the Retirement Plan.
Messrs. Payne, Barnes, Entwisle, Tjian and Fritz have four, eight, thirteen,
four and five years, respectively, of credited service.
CERTAIN EMPLOYMENT CONTRACTS
WAB entered into an employment agreement with Mr. Barnes, dated September
1986, which was restated on January 7, 1987. WAB also entered into an
employment agreement with Mr. Entwisle dated January 7, 1987. The agreements of
these individuals are essentially identical except for salary and term. Mr.
Barnes' annual base salary is $149,040 and Mr. Entwisle's is $134,280. The
original term of the agreement for Mr. Entwisle was one year. The original term
of Mr. Barnes' agreement was two years. The restated agreement of Mr. Barnes
and the original agreement of Mr. Entwisle provide that the original term is
automatically extended for one additional month upon completion of each
additional month of employment unless WAB gives the executive one or two
years', respectively, notice of intent to terminate.
Under the terms of the agreements with Messrs. Barnes and Entwisle, each of
these executives is entitled to: (i) receive bonuses as the Board or the
Employee Benefits and Compensation Committee shall determine under any bonus
plan in effect when the agreements were entered into; (ii) be reimbursed for
appropriate and reasonable expenses incurred in performing his duties; (iii)
participate in any employee benefit plan or arrangement made available to
senior executives or key management employees of WAB; (iv) vacation leave; and
(v) monthly automobile allowances. The agreements provide that if the executive
is unable on account of incapacity to perform his duties for 180 consecutive
days, WAB may terminate his employment.
Under the agreements, WAB is entitled to terminate the aforementioned
executives for "cause": (i) for any act or failure to act by the executive
which is in bad faith and to the detriment of WAB or any affiliated company;
(ii) if the executive refuses or fails to act in accordance with any direction
or order of the Board; (iii) if the executive exhibits unfitness for service
(other than disability), unsatisfactory performance, misconduct, dishonesty,
habitual neglect or incompetence in the management of WAB or any affiliated
company; (iv) if the executive is convicted of a felony; (v) if the executive
continues a breach of the agreement after notice of such breach; or (vi) if an
appropriate government official orders the executive removed pursuant to
applicable law. The executive's employment and WAB's obligation to compensate
him terminate immediately upon the filing of a petition in bankruptcy or the
appointment of a receiver.
14
<PAGE>
WAB may terminate each of these executive's employment without cause and each
of these executives may terminate his employment for "good reason," as defined
in the agreements. Under such circumstances, however, Messrs. Barnes and
Entwisle each would be entitled to severance pay equal to the sum of: (i) his
base salary for the remaining term of his agreement; (ii) his maximum bonus(es)
for the remaining term of his agreement; and (iii) an amount equal to his
automobile allowance for the remaining term of his agreement.
The agreements with Messrs. Barnes and Entwisle also provide for the payment
to the executive of liquidated damages upon termination of employment by WAB
without cause or termination by the executive for "good reason." Under the
terms of the agreements, the amount of liquidated damages is reduced by any
severance pay received by the executive and the executive is under a duty to
mitigate his damages.
Hans T. Y. Tjian accepted a position with WAB as Senior Vice President and
Manager of Operations and Systems Administration under the terms set forth in a
letter agreement dated April 14, 1989. Under the terms of this agreement, Mr.
Tjian is entitled to: (i) receive an annual salary of $130,000; (ii) receive a
car allowance of $1,000 per month; (iii) participate in WAB's executive bonus
plan; (iv) participate in the Stock Option Plan of 1985; and (v) vacation
leave. In addition, Mr. Tjian is entitled to receive severance pay equal to his
annual base salary for one year if his position is eliminated as a result of a
change of control.
BOARD COMPENSATION COMMITTEE REPORT
The Board of Directors of the Corporation, operating through its Employee
Benefits and Compensation Committee, has established an executive compensation
program and establishes annual executive compensation for executives based on
performance. This executive compensation program and annual evaluation process
establishes a competitive base salary for each executive and offers incentive
compensation which can provide additional compensation if established
performance measures are achieved. This additional compensation can be in the
form of short-term annual cash bonuses, long-term stock options, and long-term
restricted performance shares.
As described in the Summary Compensation Table, each named executive receives
a monthly base salary, and is eligible to receive an annual cash bonus, an
annual grant of stock options, and an annual grant of restricted performance
shares. Corporate performance measures are established each year based on the
Corporation's objectives. The extent to which these objectives are achieved
determines if and what size the annual option grants and restricted performance
share grants will be. Achievement of these annual performance measures also
determines between 55% and 80% of the annual cash bonus to be paid to each
named executive, with the remaining 20% to 45% determined by individual and
division performance.
Corporate performance measures for 1992, which determined January 1993 cash
bonuses, option grants, and restricted performance share grants were:
. specified improvement in net income and return on equity;
. specified growth in low-cost deposit and commercial loan volumes;
. reducing noninterest expenses below a specified level;
. reduction of nonperforming assets, classified assets and net loan losses
below specified levels;
. improving service quality measures; and
. successful installation of a new relationship profitability system.
15
<PAGE>
Corporate performance measures for 1993, which determined January 1994 cash
bonuses, option grants, and restricted performance share grants were to:
. successfully merge Napa Valley Bancorp into the Corporation;
. reach target levels of return on equity, return on assets and earnings
per share;
. maintain credit quality measures at established levels;
. hold noninterest expenses below a specified level and maintain
satisfactory audit results; and
. increase low cost deposits and commercial loan commitments.
Additional corporate performance objectives for a three-year period are
established by the Committee to accompany each grant of restricted performance
shares. Whether each grant vests three years following grant is determined by
achievement of these preestablished, three-year performance objectives.
The Chief Executive Officer's base salary in 1993 of $260,016 was established
at a level judged to be competitive with comparable positions at other
financial institutions. The Chief Executive Officer's $190,000 cash bonus
earned in 1993, included in 1993 compensation listed above, and paid in January
1994, was related 80% to the achievement of the 1993 corporate goals listed
above and 20% to achievement of individual management goals. Individual
management goals achieved in 1993 included satisfactory results from regulatory
examinations, satisfactory internal controls and the successful acquisition of
Napa Valley Bancorp. Compared to the 1993 corporate objectives listed above,
the Corporation:
. exceeded its Napa Valley Bancorp merger objectives;
. exceeded its targeted profitability objectives;
. improved credit quality measures to better than established levels;
. met noninterest expense control goals; and
. exceeded low cost deposit growth goals and met commercial loan commitment
goals.
The Chief Executive Officer's receipt of 13,000 nonqualified stock options
and 7,650 restricted performance shares in January 1993 was related to
achievement of the 1992 corporate performance measures listed above. Compared
to the 1992 corporate objectives listed above, the Corporation:
. exceeded its profitability goals;
. exceeded its low-cost deposit volume goals but did not meet its
commercial loan volume goals;
. met its noninterest expense goals;
. improved credit quality to better levels than targeted;
. improved measured service quality; and
. successfully installed the relationship profitability system.
Members of the Employee Benefits and Compensation Committee as of January 26,
1994 are: Patrick D. Lynch, Chairman, Etta Allen, Don Emerson, Arthur C. Latno,
Jr., Catherine Cope MacMillan and Ronald A. Nelson.
16
<PAGE>
STOCK PERFORMANCE CHART(1)
[Paste-up Graph Here]
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG WESTAMERICA BANCORPORATION, S&P 500 INDEX AND WESTERN BANK INDEX
<CAPTION>
Measurement Period WESTAMERICA S&P
(Fiscal Year Covered) BANCORPORATION 500 INDEX WESTERN BANK INDEX
- ------------------- -------------- --------- ------------------
<S> <C> <C> <C>
Measurement Pt-
12/31/88 $100 $100 $100
FYE 12/31/89 $144 $131 $137
FYE 12/31/90 $100 $127 $114
FYE 12/31/91 $129 $166 $127
FYE 12/31/92 $156 $178 $145
FYE 12/31/93 $184 $196 $163
</TABLE>
(1) Assumes $100 invested on December 31, 1988 in the Corporation's Common
Stock, the S&P 500 composite stock index and Montgomery Securities' index
of 49 Western bank stocks, with reinvestment of dividends.
(2) Source: Montgomery Securities Western Bank Monitor--California Independent
Bank Proxy.
APPROVAL OF AUDITORS
The Board of Directors has selected KPMG Peat Marwick as independent auditor
for the Corporation for the 1994 fiscal year, subject to the approval of the
shareholders. KPMG Peat Marwick has informed the Corporation that it has had no
connection during the past three years with the Corporation or its subsidiaries
in the capacity of promoter, underwriter, voting trustee, director, officer or
employee.
Representatives of KPMG Peat Marwick will be present at the Meeting with the
opportunity to make a statement if they desire to do so and to respond to
appropriate questions.
SHAREHOLDER PROPOSALS
SHAREHOLDER'S PROPOSAL TO CHANGE METHOD OF COMPENSATING THE CHIEF EXECUTIVE
OFFICER OF THE CORPORATION
17
<PAGE>
The Corporation has been advised that Mr. Emil Rossi, P. O. Box 249,
Boonville, California 95415, intends to present a proposal at the Meeting. Mr.
Rossi is the beneficial owner of 400 shares of the Corporation's Common Stock.
The shares are held by Mr. Emil Rossi as Custodian for Lisa Angelique Rossi
under the Uniform Gift to Minors Act. The proposal and supporting statement
submitted by Mr. Rossi are quoted below. The Board opposes the proposal for the
reasons stated below.
MR. ROSSI'S PROPOSAL
Resolved, that the stockholders of Westamerica recommend that the board of
directors adopt the following policy: As relates to future contracts, the Chief
Executive Officer's total compensation will be determined as follows: The
C.E.O.'s beginning total compensation will be 8 times more than the average
Westamerica employee's 1993 annual wages or salary. The C.E.O.'s total
compensation will go up or down in direct proportions to the company's
performance. To be determined as follows: One half of the compensation shall go
up or down gauged against the ten year average earnings per common share
(adjusted for stock splits) from 1983 to 1992. The remaining one half shall go
up or down gauged against the ten year average dividends per common share
(adjusted for stock splits) from 1983 to 1992.
MR. ROSSI'S SUPPORTING STATEMENT
If a bank teller does not measure up at their job. If they are rude or make
too many mistakes, they are fired. If a branch manager's branch does not
perform according to what is expected, they are replaced. If, instead they
perform adequately they are compensated adequately. If their performance is
excellent they get a promotion and raises. This holds through all the way up
the corporate ladder till the C.E.O. Then accountability goes out the window.
This proposal sits the C.E.O. in the same boat as us shareholders. There is
nothing in this proposal that limits his compensation, just as long as he or
see [sic] does as well for us shareholders. We sink or swim together. That's
the American way that corporate America seems to have forgotten.
Our C.E.O.'s compensation has gone from approximately $285,000.00 in 1990 to
approximately $692,000.00 in 1992. This is about a 145% increase. Meanwhile,
dividends have gone up to you and I from 41 cents in 1990 to 51 cents in 1992.
This is about a 25% increase.
These last few years have been a bonanza to banks. With interest rates banks
pay depositors down to the lowest figure in decades. It has meantrecord [sic]
profits for banks. Our C.E.O. has done an adequate job as head of Westamerica,
but nothing more. When the shareholders get a 145% increase in dividends we can
justify a 145% increase in C.E.O. compensation. For one thing a proposal such
as this cannot dictate compensation to all employees or even senior management,
because it is both unwise and unfeasible. But you can bet your biffy no one
under the C.E.O. is going to make more than the C.E.O.
BOARD OF DIRECTORS' STATEMENT IN OPPOSITION TO MR. ROSSI'S PROPOSAL
The Board of Directors recommends that the shareholders vote against this
proposal.
The Board appreciates Mr. Rossi's concern and interest in the continuing
success of the Corporation. The Board agrees that the shareholders of the
Corporation deserve an executive compensation program which is based upon the
performance of the particular executive. The Board believes that the
Corporation's current compensation package for its executives attracts and
retains highly qualified individuals who serve the Corporation and its
shareholders well.
The Board of the Corporation, operating through its Employee Benefits and
Compensation Committee (the "Committee"), has established an Executive
Compensation Program (the "Program") for executives which is based upon
performance. The Committee is composed of all outside directors.
18
<PAGE>
The Program includes an annual evaluation process which determines the
competitive base salary for each executive as well as "incentive compensation"
in the form of additional compensation if established performance measures are
achieved. This incentive compensation can be in the form of an annual cash
bonus, an annual grant of stock options and an annual grant of restricted
performance shares.
Each year, the Committee defines the "corporate performance measures" which
are based upon the Corporation's objectives for the following year. The extent
to which an executive meets these "measures" determines whether that particular
executive will receive any incentive compensation and the amount. An
executive's incentive compensation is not based solely upon the achievement of
these annual performance measures--20% to 45% of the annual cash bonus paid to
a qualifying executive is determined by individual and division performance
objectives.
As described in the Board Compensation Committee Report above, the Chief
Executive Officer's (the "CEO") compensation each year is determined by
corporate performance. Over the past few years, the Corporation's performance
generally has met or exceeded the pre-established objectives determined by the
Board, and the CEO's compensation has reflected this success.
The success of the Corporation has also been reflected in the Corporation's:
market value, which has nearly tripled in the past three years to about $225
million; quarterly earnings, which have approximately doubled to about $5.4
million per quarter; dividends, which have approximately doubled to $1.2
million per quarter; and stock price, which has approximately doubled to about
$28 per share.
The Corporation continues to be one of the top financial institutions in
California based on numerous performance standards such as asset quality,
expense controls, return on assets and return on equity. The Board has created
performance and compensation standards which have significantly contributed to,
and, it believes, will, continue to contribute to this outstanding performance.
The process by which the Committee determines executive compensation is based
upon the realization of corporate objectives set forth by the Committee a year
in advance of the payment of the compensation. Additionally, in order for an
executive to have his or her rights in restricted performance shares vest,
three-year corporate objectives must be achieved. The Board, therefore,
believes that the Program, as outlined above, satisfies the shareholder's
proposal to have executives compensated based upon performance and the value
that they add to the Corporation.
THE BOARD THEREFORE RECOMMENDS A VOTE AGAINST THE ABOVE SHAREHOLDER PROPOSAL.
SHAREHOLDER'S PROPOSAL TO CHANGE METHOD OF COMPENSATING THE DIRECTORS OF THE
BOARD OF DIRECTORS OF THE CORPORATION
The Corporation has been advised that Ms. Eileen Pronsolino, P.O. Box 25,
Philo, California 95466, intends to present a proposal at the Meeting. Ms.
Pronsolino is the beneficial owner of 98.4936 shares of the Corporation's
Common Stock. The shares are held by Ms. Eileen Pronsolino through the
Westamerica Employee Stock Ownership Plan. The proposal and supporting
statement submitted by Ms. Pronsolino are quoted below. The Board opposes the
proposal for the reasons stated below.
MS. PRONSOLINO'S PROPOSAL
The shareholders of Westamerica Corporation request the Board of Directors
[to] take the necessary steps to amend the company's governing instruments to
adopt the following: Beginning on the 1995 Westamerica Corporation fiscal year
all members of the Board of Director's total compensation will be in the form
of WestAmerica Corporation common stock.
19
<PAGE>
The price of the stock paid to the board members shall be the closing asking
price over the counter on the last day of the preceding year.
In addition, each director must sign an agreement to hold onto a minimum of
80% of the shares paid as compensation at least one year after his or her term
expires. Should any director fail to comply with this agreement, such director
shall have sixty (60) days from the date of non-compliance to again comply.
Failure to again comply shall result in disqualification and such director's
position shall be declared vacant.
MS. PRONSOLINO'S SUPPORTING STATEMENT
In this proponent's opinion this is the most important issue before the
American public today, "Accountability." In our government, our schools, our
law system and our corporations we've lost accountability. Everyone wants to be
under the umbrella of tenure, seniority, guaranteed contracts and Golden
Parachutes. These people want to be handsomely paid whether they do good or
bad, completely against the principals [sic] of our country. What created this
great nation and what gave us stockholders the standard of living we enjoy?
That this management would object to it's [sic] directors being compensated
solely in stock shows just how far it has gone.
If this board has so little confidence in their ability to run this
corporation successfully, that they're not willing to be paid solely [sic] in
stock, I would suggest they seek another type of employment. I urge
stockholders to pass this proposal for the well being of this corporation and
America!
"A beginning of accountability."
BOARD OF DIRECTORS' STATEMENT IN OPPOSITION TO MS. PRONSOLINO'S PROPOSAL
The Board of Directors recommends that the shareholders vote against this
proposal.
The Board agrees that the shareholders of the Corporation deserve a Board
which is "accountable" to the Corporation and its shareholders and that share
ownership is a relevant factor in considering a director's qualifications. The
Board believes that the Corporation's current compensation package for its
directors as well as established legal standards concerning the duties of
directors, encourages and mandates the type of "accountability" that the
shareholder desires.
The Corporation's directors include men and women who are leaders in a wide
range of business fields. The experience and varied perspectives they bring to
the Board's deliberations are critical in making informed, reasoned policy
decisions on the diverse and complex issues with which the Board must deal. In
order for the Corporation to attract and retain highly qualified individuals to
serve on the Board, the Corporation must provide compensation to its directors
competitive with that which is provided by other public companies.
In California, the majority of public corporations compensate their directors
with cash payments as well as other benefits. During 1993, each of the
directors of the Corporation received an annual retainer of $14,000. In
addition, each director received $1,000 for every meeting of the Board that he
or she attended. Non-employee directors received $500 for each Committee
meeting attended and the chairman of each Committee received an additional $250
for each Committee meeting attended. As Chairman of the Board, David L. Payne
is compensated as an employee and did not receive any annual retainer or a
director's fee for attending Board or Committee meetings. The average outside
director spends 12-20 hours per month on Corporation matters (the hours vary
because directors who are members of more than one committee spend more time),
and travels 12 times (meetings are monthly) per year to Board and committee
meetings (the Board and the various committee meetings take place over a two-
day period). Since the time a director spends on Corporation matters and travel
20
<PAGE>
is time away from that director's principal occupation or business, the
Corporation compensates its directors in cash payments just as a shareholder
would expect to be compensated for services which he or she provides to a
business employing him or her.
The supporting statement to the shareholder's proposal states that by
compensating the directors with Common Stock, the directors will be more
"accountable" to the Corporation. This sentiment presupposes that the
director's existing interest in the Corporation is limited to the receiving of
an annual retainer and a director's fee for attending Board and Committee
meetings. In fact, the members of the Board have a significant ownership
interest in the Corporation. The directors of the Corporation, as of February
4, 1994, owned 372,242 shares or 4.6% of the outstanding shares of the
Corporation on that date. The Corporation currently requires that each director
own at least $1,000 worth of the Corporation's stock. This requirement should
satisfy the shareholder's proposal that the directors should not be permitted
to sell their shares of the Corporation while sitting on the Board. The Board
believes that an individual's level of share ownership is not necessarily the
best indicator of judgment and commitment to the Corporation. Moreover, while
the Board does not encourage the directors or others owning Corporation stock
to sell their shares, the Board believes that placing restrictions on anyone's
ability to make their own decisions as to the buying and selling of property is
not consistent with the best interests of the Corporation or its shareholders
since such restrictions limit the universe of experienced, talented and
desirable persons to serve on the Board. Additionally, the Corporation's
current stock option plans do not provide for the distribution of stock options
to outside directors. Therefore, the compensation package suggested in the
shareholder's proposal could not be accomplished under Corporation's current
stock option plans.
THE BOARD THEREFORE RECOMMENDS A VOTE AGAINST THE ABOVE SHAREHOLDER PROPOSAL.
OTHER MATTERS
Management of the Corporation does not know of any matters to be presented at
the Meeting other than those specifically referred to herein. If any other
matters should properly come before the Meeting or any adjournment thereof, the
persons named in the enclosed proxy intend to vote thereon in accordance with
their best judgment.
For a matter to be properly brought before the Meeting by a shareholder,
Section 2.02 of the Corporation's Bylaws provides that the shareholder must
deliver or mail a written notice to the Secretary of the Corporation not less
than 14 days nor more than 50 days prior to the Meeting. Section 2.02 also
provides that the notice must set forth as to each matter that the shareholder
proposes to bring before the Meeting a brief description of the business
desired to be brought before the Meeting and the reasons for conducting such
business at the Meeting, the name and residence address of the shareholder
proposing such business, the number of shares that are owned by the shareholder
and any material interest of the shareholder in such business.
21
<PAGE>
GENERAL
The cost of the solicitation of proxies in the accompanying form, including,
but not limited to, the cost of a proxy solicitation firm, will be borne by the
Corporation. The Corporation has retained the services of Corporate Investor
Communications, Inc. to assist in the solicitation of proxies at a cost not to
exceed $5,500 plus reasonable out-of-pocket expenses. The Corporation will
reimburse banks, brokers and others holding stock in their names or names of
nominees or otherwise for reasonable out-of-pocket expenses incurred in sending
proxies and proxy materials to the beneficial owners of such stock.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ M. KITTY JONES
M. KITTY JONES
Senior Vice President and Secretary
Dated: March 22, 1994
22
<PAGE>
[X] Please mark
your votes
as this
- -----
COMMON
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
Item 1--ELECTION OF DIRECTORS
Etta Allen, Louis E. Bartolini, Charles I. Daniels, Jr., Don Emerson,
Arthur C. Latno, Jr., Patrick D. Lynch, Catherine C. MacMillan, James A.
Maggetti, Dwight H. Murray, Jr., Ronald A. Nelson, Carl R. Otto, David
L. Payne, Edward B. Sylvester
FOR WITHHELD
FOR ALL
[ ] [ ]
WITHHELD FOR: (Write that nominee's name in the space provided below).
- -------------------------------------------------------------------------------
Item 2--APPROVAL OF AUDITORS
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEMS 3 AND 4.
Item 3--SHAREHOLDERS' PROPOSAL CONCERNING
CHANGING METHOD OF COMPENSATION FOR C.E.O.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Item 4--SHAREHOLDERS' PROPOSAL CONCERNING CHANGING METHOD OF COMPENSATION FOR
DIRECTORS
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
I PLAN TO ATTEND MEETING
If you check this box to the right
an admission card will be sent to you [ ]
RECEIPT IS ACKNOWLEDGED OF THE PROXY STATEMENT FOR THE MEETING. WHETHER OR NOT
YOU EXPECT TO ATTEND THE MEETING, YOU ARE URGED TO EXECUTE AND RETURN THIS
PROXY, WHICH MAY BE REVOKED AT ANY TIME PRIOR TO ITS USE.
Signature(s) ___________________________ Date ___
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
<PAGE>
+ FOLD AND DETACH HERE +
[LOGO OF WESTAMERICA BANCORPORATION]
March 22, 1994
Dear Participant:
As a participant in the Westamerica Bancorporation Tax Deferred
Savings/Retirement Plan (the "Plan"), you have an interest in the Annual
Meeting of Shareholders of Westamerica Bancorporation which will be held on
April 26, 1994. You may direct the Trustee of the Plan how to vote all full
and fractional shares of Westamerica Bancorporation stock standing to the
credit of your individual account(s) (from the Supplemental Retirement Plan
Account, Employer Matching Contributions, and Employee Contributions) as of
December 31, 1993, and your pro rata share of any unallocated shares held by
the Plan as of March 1, 1994.
For your information, we have enclosed a copy of the Proxy Statement and the
Annual Report supplied to shareholders of Westamerica Bancorporation. The
enclosed Proxy Statement describes four proposals to be voted on by the
shareholders of Westamerica Bancorporation at the Annual Meeting. The Board of
Directors of Westamerica Bancorporation recommends a vote FOR PROPOSALS 1 AND
2 AND AGAINST PROPOSALS 3 AND 4. Please instruct the Trustee how to vote on
these proposals by indicating your selection on the above proxy. The Trustee
will keep your individual instructions confidential and will not disclose them
to Westamerica Bancorporation or its officers and directors.
If the Trustee does not receive written instructions from you before the
close of business on April 19, 1994, it will vote all of the shares you are
entitled to instruct in the same proportion as shares as to which instructions
are received. Under the terms of the Plan, with respect to fractional shares
in plan accounts (from the Supplemental Retirement Plan Account, Employer
Matching Contributions and Employee Contributions), the Trustee may pool the
results of instructions received from all participants to whom fractional
shares have been allocated and vote such shares accordingly.
The Trustee may also use its discretion in voting on any other business
which may properly be brought before the Meeting (or any adjournment thereof)
that was not specified in the Notice of Annual Meeting of Shareholders, unless
you limit the Trustee's authority in this respect by striking out the sentence
granting such authority on the above proxy. Please instruct the Trustee how to
vote your shares. A return envelope is enclosed for your convenience.
Sincerely yours,
/s/ M. Kitty Jones
M. Kitty Jones
Senior Vice President and Secretary
<PAGE>
P R O X Y
WESTAMERICA BANCORPORATION
CONFIDENTIAL VOTING INSTRUCTIONS
TO THE TRUSTEE SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
WESTAMERICA BANCORPORATION
FOR THE ANNUAL MEETING OF SHAREHOLDERS ON APRIL 26, 1994
The undersigned holder hereby authorizes and instructs the Trustee of the
Westamerica Bancorporation Tax Deferred Savings/Retirement Plan to represent
and vote, as designated below, all shares of Common Stock of Westamerica
Bancorporation which the undersigned would be entitled to vote at the Annual
Meeting of Shareholders of said corporation to be held at the Showcase
Theatre, Marin Center, San Rafael, California at 7:30 p.m. on April 26, 1994
and any postponement or adjournment thereof.
These confidential voting instructions to the Trustee, when properly
executed, will be voted as directed herein by the undersigned shareholder. If
no direction is indicated, the Trustee will vote all of the shares you are
entitled to instruct in the same proportion as shares as to which instructions
are received. The Trustee may vote according to its discretion on any other
matter which may properly come before the meeting.
PLEASE MARK, SIGN, DATE AND MAIL THESE CONFIDENTIAL VOTING INSTRUCTIONS
PROMPTLY, USING THE ENCLOSED ENVELOPE.
- -------------------------------------------------------------------------------
COMMENTS/ADDRESS CHANGE:
(Continued and to be signed on other side)
<PAGE>
[X] Please mark
your votes
as this
- ----- ----------------------------
COMMON DIVIDEND REINVESTMENT SHARES
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
Item 1--ELECTION OF DIRECTORS
Etta Allen, Louis E. Bartolini, Charles I. Daniels, Jr., Don Emerson,
Arthur C. Latno, Jr., Patrick D. Lynch, Catherine C. MacMillan, James A.
Maggetti, Dwight H. Murray, Jr., Ronald A. Nelson, Carl R. Otto, David
L. Payne, Edward B. Sylvester
FOR WITHHELD
FOR ALL
[ ] [ ]
WITHHELD FOR: (Write that nominee's name in the space provided below).
- -------------------------------------------------------------------------------
Item 2--APPROVAL OF AUDITORS
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEMS 3 AND 4.
Item 3--SHAREHOLDERS' PROPOSAL CONCERNING
CHANGING METHOD OF COMPENSATION FOR C.E.O.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Item 4--SHAREHOLDERS' PROPOSAL CONCERNING CHANGING METHOD OF COMPENSATION FOR
DIRECTORS
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
I PLAN TO ATTEND MEETING
If you check this box to the right
an admission card will be sent to you [ ]
Discontinue mailing Annual Report Subject to
Proxy Regulations [ ]
RECEIPT IS ACKNOWLEDGED OF THE PROXY STATEMENT FOR THE MEETING. WHETHER OR NOT
YOU EXPECT TO ATTEND THE MEETING, YOU ARE URGED TO EXECUTE AND RETURN THIS
PROXY, WHICH MAY BE REVOKED AT ANY TIME PRIOR TO ITS USE.
Signature(s) ___________________________ Date ___
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
<PAGE>
+ FOLD AND DETACH HERE +
MEETING TICKET REQUEST INSTRUCTIONS
WESTAMERICA BANCORPORATION
ANNUAL MEETING OF SHAREHOLDERS
7:30 P.M., THURSDAY, APRIL 26, 1994
THE SHOWCASE THEATRE, MARIN CENTER
SAN RAFAEL, CALIFORNIA
You can avoid registration lines by obtaining tickets in advance. If you plan
to attend the Meeting, please mark the "I Plan to Attend Meeting" box on your
proxy and return it in the enclosed preaddressed return envelope to Westamerica
Bancorporation, c/o Chemical Trust Company of California, P.O. Box 24871, New
York, NY 10242-4871. You will be mailed a ticket entitling admission for two
people.
SIMPLY MARK THE "MEETING" BOX ON YOUR PROXY
- --------------------------------------------------------------------------------
Because of seating limitations, your ticket is valid for admission of up to
two people. If you desire additional tickets, please call Westamerica
Bancorporation at (415) 257-8024.
DO NOT RETURN THIS CARD WITH YOUR PROXY
<PAGE>
P R O X Y
WESTAMERICA BANCORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
WESTAMERICA BANCORPORATION
FOR THE ANNUAL MEETING OF SHAREHOLDERS ON APRIL 26, 1994
The undersigned holder hereby authorizes A. Latno, Jr., R. Nelson and E.
Sylvester, each with full power of substitution, to represent and vote, as
designated on the reverse side, all shares of Common Stock of Westamerica
Bancorporation which the undersigned would be entitled to vote at the Annual
Meeting of Shareholders of said corporation to be held at the Showcase
Theatre, Marin Center, San Rafael, California at 7:30 p.m. on April 26, 1994,
upon the matters set forth on the reverse side and described in the
accompanying Proxy Statement and upon such other business as may properly come
before the meeting or any postponement or adjournment thereof. You may vote
according to your discretion (or that of the proxy holder(s) you appoint) on
any other matter which may properly come before the meeting.
This Proxy, when properly executed, will be voted as directed herein by the
undersigned shareholder. If no direction is indicated, this Proxy will be
voted FOR all nominees, FOR Item 2 and AGAINST Items 3 and 4.
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE.
- -------------------------------------------------------------------------------
COMMENTS/ADDRESS CHANGE:
(Continued and to be signed on other side)
