SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report December 12, 1994
Commission File Number 1-9383
WESTAMERICA BANCORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-2156203
(State of incorporation) I.R.S. Employer
Identification Number
1108 FIFTH AVENUE, SAN RAFAEL, CALIFORNIA 94901
(Address of principal executive offices and zip code)
(415) 257-8000
(Registrant's area code and telephone number)
Item 5: Other Events
On December 8, 1994, Westamerica Bancorporation (the
"Company") and North Bay Bancorp, parent company of Novato
National Bank, signed a Definitive Agreement (the
"Agreement") under which all of the outstanding shares of
North Bay Bancorp Common Stock will be exchanged for shares
of the Company's Common Stock pursuant to a tax-free
exchange. The Agreement, which has been approved by the
Board of Directors of the Company, North Bay Bancorp and the
Bank, is subject to approval by North Bay Bancorp
shareholders, clearance by regulatory authorities and other
terms and conditions customary for transactions of this
type.
The Agreement provides that holders of each share of North
Bay Bancorp Common Stock will be entitled to receive, on a
tax-free basis, .36 of a share of the Company's Common
Stock. Pursuant to the Agreement, the exchange ratio is
subject to an adjustment if the Company's average share
price on the NASDAQ prior to the effective date of the
merger exceeds $33.60 and is subject to renegotiation if the
Company's average share price prior to the merger is below
$30.40. Although no formal timetable for the merger has been
set, it is estimated the closing will occur in the second
half of 1995.
Stock options to acquire North Bay Bancorp Common Stock
outstanding at the close of the transaction would be
converted into stock options to acquire the Company's Common
Stock. Excluding currently outstanding North Bay Bancorp
stock options, the acquisition, at the closing price for the
Company's Common Stock on December 8, 1994, would be valued
at approximately $10.89 per share or approximately $12
million. Based on the Company's Common Stock closing price
on December 8, 1994, the merger would result in the issuance
of approximately 385,000 new shares of Westamerica Common
Stock.
North Bay Bancorp, headquartered in Novato, California,
operates in Marin and Sonoma Counties through two offices in
Novato and one in Santa Rosa.
Westamerica Bancorporation operates as a multi-bank holding
company with 49 branches in 11 northern California Counties.
The information in this report shall not constitute an offer to
exchange or the solicitation of an offer to exchange, nor shall
there be any exchange of the Company's Common Stock in any state
in which such offer, solicitation, or exchange would be unlawful
prior to the registration or qualification under the securities
laws of any such state. The Company's Common Stock to be
exchanged will be offered only by means of a prospectus filed
with the SEC. A registration statement relating to the Company's
Common Stock to be exchanged will be filed with the SEC. The
Company's Common Stock may not be exchanged, nor may offers to
exchange be accepted, prior to the time the registration
statement becomes effective.
Item 7: Financial Statements and Exhibits
(c) Exhibits. The following is furnished in accordance with the
provisions of Item 601 of Regulation 8-K.
Exhibit 20: News Release to Securities Holders
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
WESTAMERICA BANCORPORATION
/s/ Dennis R. Hansen
-----------------------------
Dennis R. Hansen, Senior
Vice President and Controller
Date: December 16, 1994
EXHIBIT 20
FOR IMMEDIATE RELEASE December 9, 1994
For additional information
Contacts: Westamerica Bancorporation
E. Joseph Bowler
(415) 257-8040
North Bay Bancorp
Thomas Bales
(415) 883-2265
Westamerica Bancorporation and North Bay Bancorp
Sign Definitive Merger Agreement
San Rafael, CA - Westamerica Bancorporation (NASDAQ: WABC)
and North Bay Bancorp parent company of Novato National Bank
today announced the signing of a Definitive Merger Agreement
under which Westamerica will acquire all of the outstanding
shares of common stock of North Bay Bancorp pursuant to a
tax-free exchange of shares whereby North Bay Bancorp
stockholders will receive Westamerica Common Stock. North
Bay Bancorp, headquartered in Novato, California, with
approximately $108 million in assets and $92 million in
deposits, operates through three offices in Novato, Ignacio
and Santa Rosa.
The Agreement, which has been approved by the Boards of
Directors of both companies, is subject to conditions usual
and customary for merger transactions of this type,
including approval by North Bay Bancorp shareholders,
approval by bank regulatory authorities, and satisfaction of
certain other terms and conditions.
The Agreement provides for an exchange ratio of .36 of
a share of Westamerica Common Stock for each outstanding
share of North Bay Bancorp Common Stock, subject to
adjustment such that North Bay Bancorp shareholders will
share half of the appreciation if Westamerica's average
share price on the NASDAQ prior to the effective date of the
Merger exceeds $33.60, provided, however if certain
significant liabilities or expenses related to North Bay
Bancorp's business or operations occur prior to the merger
the exchange ratio may be adjusted downward pursuant to a
formula. If Westamerica's average common stock closing
price quoted on NASDAQ during a twenty business day period
prior to the merger is below $30.40, North Bay Bancorp may
either accept the exchange ratio, renegotiate the exchange
ratio or terminate the Agreement.
Stock options to acquire North Bay Bancorp Common Stock
outstanding at the close of the transaction would be
converted into stock options to acquire Westamerica Common
Stock. Excluding currently outstanding North Bay Bancorp
stock options, the acquisition, at the closing price for
WABC on December 8, 1994, would be valued at approximately
$10.89 per share or approximately $12 million. Based on
WABC's closing price on December 8, 1994, the merger would
result in the issuance of approximately 385,000 new shares
of Westamerica Common Stock. At September 30, 1994,
Westamerica had approximately 8.1 million shares outstanding
and North Bay Bancorp had about 1.1 million shares
outstanding. Although the parties have not adopted any
formal timetable, it is estimated the merger will be
consummated in the second half of 1995.
North Bay Bancorp's Chairman, Dr. Thomas Bales, stated:
"We are excited about joining the most successful community
bank in Northern California. In the current environment of
rapid change and consolidation in the banking industry, we
concluded that merging with Westamerica presented an
outstanding course of action for our shareholders.
Westamerica brings to the affiliation a stellar record of
earnings and dividend growth, strong asset quality, a wide
branch network, and the capital resources needed to develop
the profitable segments in our banking business."
David L. Payne, Chairman, President and CEO of
Westamerica said: "We are extremely pleased with this
opportunity to add to Westamerica's community banking
franchise in our Marin and Sonoma County markets. Novato
National Bank is a logical merger partner for Westamerica
due to its strong business banking position in several key
markets in these important counties."
Westamerica Bancorporation operates as a multi-bank
holding company with 49 branches in 11 Northern California
Counties. Westamerica's assets at September 30, 1994 were
approximately $2.1 billion. Westamerica reported record net
income of $6.3 million or $0.78 per share for the quarter
ending September 30, 1994 and record net income of $18.3
million or $2.27 per share for the first nine months of
1994.
Westamerica Bancorporation previously announced the
signing of a merger agreement with PV Financial, a bank
holding company headquartered in Modesto, California with
$173 million in total assets. PV Financial's wholly-owned
banking subsidiary, Pacific Valley National Bank, operates
five branches in the Central California cities of Modesto,
Ceres, and Turlock. Shareholders of PV Financial approved
the merger of PV Financial with and into Westamerica on
November 14, 1994, and the Federal Reserve Board approved
the merger on November 17, 1994. This merger is expected to
be consummated in the first quarter of 1995.
Earlier this month, Westamerica Bancorporation
announced the signing of another merger agreement with
CapitolBank Sacramento, a $138 million asset unit bank
located in downtown Sacramento. The CapitolBank merger is
subject to approval by CapitolBank shareholders and
regulatory authorities, and satisfaction of other customary
conditions.
The CapitolBank merger is expected to be consummated by mid-1995.
(NOTE: A registration statement relating to the Westamerica
Common Stock to be exchanged for shares of North Bay Bancorp
Common Stock will be filed with the Securities and Exchange
Commission ("SEC"). The Westamerica Common Stock may not be
exchanged, nor may offers to exchange be accepted, prior to
the time the registration statement becomes effective. This
press release shall not constitute an offer to exchange or
the solicitation of an offer to exchange nor shall there be
any exchange of the Westamerica Common Stock in any state in
which such offer, solicitation, or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such state. The Westamerica Common
Stock to be exchanged will be offered only by means of a
prospectus filed with the SEC.)
