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 November 22, 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 November 17, 1994, Westamerica Bancorporation (the "Company") and
CapitolBank Sacramento, issued a news release announcing the signing
of a Definitive Agreement (the "Agreement") under which all of the
outstanding shares of common stock of CapitolBank Sacramento will be
exchanged for shares of the Company Common Stock pursuant to a tax-
free exchange. The Agreement, which has been approved by the Board of
Directors of both companies, is subject to approval by CapitolBank
Sacramento shareholders, clearance by regulatory authorities and
satisfaction of other terms and conditions customary for transactions
of this type.
The Agreement provides that holders of each share of CapitolBank
Sacramento Common Stock will be entitled to receive,
.0938 of a share of the Company Common Stock. Pursuant to the
Agreement, the exchange ratio is subject to adjustment if the
Company's average share price on the NASDAQ prior to the
effective date of the merger exceeds $33.00. In addition, in the
event that certain significant liabilities or expenses related to
CapitolBank Sacramento's business or operations are incurred prior to
the merger, the exchange ratio may be adjusted downward pursuant to a
formula. If the Company's average common stock closing price quoted
on NASDAQ during a twenty business day period prior to the merger is
below $30.20, CapitolBank Sacramento may either accept the exchange
ratio, renegotiate the exchange ratio or terminate the Agreement.
Stock options to acquire CapitolBank Sacramento Common Stock
outstanding at the close of the transaction would be converted into
stock options to acquire the Company Common Stock. Excluding
currently outstanding CapitolBank stock options, the acquisition
would have been valued at approximately $2.91 per share or
approximately $12 million, based on the closing price of the Company
Common Stock on November 16, 1994, and the merger would have
resulted in the issuance of approximately 385,000 new shares of the Company
Common Stock. At September 30, 1994, the Company had approximately 8.1
million shares outstanding and CapitolBank Sacramento had about 4.1
million shares outstanding. Although the parties have not adopted any
formal timetable, it is estimated the merger will be consummated by mid
1995.
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
Dennis R. Hansen, Senior
Vice President and Controller
Date: November 22, 1994
EXHIBIT 20
PRESS RELEASE
FOR IMMEDIATE RELEASE
November 17, 1994
For additional information
Contacts: Westamerica Bancorporation
E. Joseph Bowler
(415) 257-8040
CapitolBank Sacramento
Thayer T. Prentice
(916) 449-8300
Westamerica Bancorporation and CapitolBank Sacramento Sign Definitive
Merger Agreement
San Rafael, CA - Westamerica Bancorporation (NASDAQ: WABC) and
CapitolBank Sacramento today announced the signing of a Definitive
Merger Agreement under which Westamerica will acquire all of the
outstanding shares of common stock of CapitolBank Sacramento pursuant
to a tax-free exchange of shares whereby CapitolBank stockholders will
receive Westamerica Common Stock. CapitolBank Sacramento,
headquartered in downtown Sacramento, with approximately $138 million
in assets and $126 million in deposits, operates through one office at
300 Capitol Mall.
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 CapitolBank
shareholders, approval by bank regulatory authorities, and
satisfaction of certain other terms and conditions.
The Agreement provides for an exchange ratio of .0938 of a share of
Westamerica Common Stock for each outstanding share of CapitolBank
Common Stock, subject to adjustment such that Capitol 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
$33.00, provided, however if certain significant liabilities or
expenses related to CapitolBank'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 $30.20, CapitolBank may either accept the exchange ratio,
renogotiate the exchange ratio or terminate the Agreement.
Stock options to acquire CapitolBank Common Stock outstanding at the
close of the transaction would be converted into stock options to
acquire Westamerica Common Stock. Excluding currently outstanding
CapitolBank stock options, the acquisition, at the closing price for
WABC on November 16, 1994, would be valued at approximately $2.91 per
share or approximately $12 million. Based on WABC's closing price on
November 16, 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 CapitolBank had about 4.1 million shares outstanding.
Although the parties have not adopted any formal timetable, it is
estimated the merger will be consummated by mid 1995.
CapitolBank's CEO, Thayer Prentice, stated: "We are excited about
joining the most successful community bank in Northern California.
This merger allows us to enhance service to our customers through a
wide variety of new Westamerica products and services. Westamerica
brings to the affiliation an outstanding record of earnings and
dividend growth, strong asset quality, and the capital resources
needed to develop the full potential of our rapidly growing market.
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 Sacramento. CapitolBank is a logical
merger partner for Westamerica due to its strong business banking
position in downtown Sacramento. Combined with Westamerica's existing
Sacramento business, this will enhance our franchise in the important
Sacramento market."
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. This merger is expected to be consummated in the
first quarter of 1995.
(NOTE: A registration statement relating to the Westamerica Common
Stock to be exchanged for shares of CapitolBank 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.)
