SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
WestAmerica Bancorporation
(Name of Registrant as Specified In Its Charter)
WestAmerica Bancorporation
(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)(4) and 0-11.
[ ] 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 number, or
the Form or Schedule and the date of its filing.
<PAGE>
WESTAMERICA BANCORPORATION LOGO
1108 FIFTH AVENUE
SAN RAFAEL, CALIFORNIA 94901
March 21, 1995
To Our Shareholders:
The Annual Meeting of Shareholders of Westamerica Bancorporation will be held
at 7:30 p.m. on Tuesday, April 25, 1995, 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 an amendment to the Restated Articles of Incorporation which would
increase the number of shares of authorized Common Stock, to approve a new stock
option plan, to approve the selection of independent auditors and to consider a
shareholder proposal.
Please sign and return the enclosed proxy 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 25,
1995.
Sincerely,
------------------------
DAVID L. PAYNE
Chairman of the Board
<PAGE>
WESTAMERICA BANCORPORATION
1108 FIFTH AVENUE
SAN RAFAEL, CALIFORNIA 94901
----------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS--APRIL 25, 1995
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 25, 1995, at 7:30 p.m.
for the purpose of:
1. Electing 12 directors;
2. Approving an amendment to the Restated Articles of Incorporation which
would increase the number of shares of authorized Common Stock;
3. Approving a new stock option plan;
4. Approving the selection of independent auditors for 1995;
5. Consideration of a shareholder proposal to change the method of
compensating the members who serve on the Board of Directors;
6. Transacting such other business as may properly come before the
Annual Meeting.
Shareholders of record at the close of business on March 1, 1995, 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 complete, 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, 1994 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 MATERIALS.
BY ORDER OF THE BOARD OF
DIRECTORS
-----------------------------
Mary Anne Bell
Assistant Corporate Secretary
Dated: March 21, 1995
- --------------------------------------------------------------------------------
| YOUR VOTE IS IMPORTANT
| |
| YOU ARE URGED TO COMPLETE, SIGN, DATE AND PROMPTLY RETURN YOUR PROXY SO |
| THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES. |
| |
- --------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
PAGE
--------
GENERAL .................................................... 1
ELECTION OF DIRECTORS ...................................... 2
CERTAIN INFORMATION ABOUT THE BOARD OF DIRECTORS AND
CERTAIN COMMITTEES OF THE BOARD ........................... 5
EXECUTIVE OFFICERS ......................................... 6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT ................................................ 8
EXECUTIVE COMPENSATION ..................................... 11
RETIREMENT BENEFITS AND OTHER ARRANGEMENTS ................. 12
BOARD COMPENSATION COMMITTEE REPORT ........................ 14
STOCK PERFORMANCE CHART .................................... 16
APPROVAL OF AMENDMENT OF THE RESTATED ARTICLES OF
INCORPORATION ............................................. 16
APPROVAL OF THE CORPORATION'S STOCK OPTION PLAN OF 1995 ... 17
APPROVAL OF AUDITORS ....................................... 19
SHAREHOLDER PROPOSAL ....................................... 20
OTHER MATTERS .............................................. 21
EXHIBIT A
<PAGE>
WESTAMERICA BANCORPORATION
1108 FIFTH AVENUE
SAN RAFAEL, CALIFORNIA 94901
---------------
PROXY STATEMENT
March 21, 1995
---------------
GENERAL
This proxy statement is furnished in connection with the solicitation of
proxies by the Westamerica Bancorporation (the "Corporation") Board of Directors
(the "Board") for use at the Annual Meeting of Shareholders to be held at 7:30
p.m., Tuesday, April 25, 1995, 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 proxy statement and proxy
were first mailed to shareholders on or about March 21, 1995.
Voting Rights and Vote Required. Shareholders of record at the close of
business on March 1, 1995, the record date, are entitled to vote at the Meeting.
On that date, 9,237,141 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.
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 12 nominees receiving the highest number
of votes will be elected. Approval of an amendment to the Restated Articles of
Incorporation will require the affirmative vote of a majority of the outstanding
Common Stock of the Corporation. Approval of a new stock option plan and
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. Approval of the shareholder's proposal which proposes changing the
method of compensating the members of the Board 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.
Quorum. A majority of the shares entitled to vote, represented either in
person or by a properly executed proxy, will constitute a quorum at the Meeting.
Shares which abstain from voting and "broker non-votes" (shares as to which
brokerage firms have not received voting instructions from their clients and
therefore do not have the authority to vote the shares at the Meeting) will be
counted for purposes of determining a quorum only.
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; provided, however, that where no
choices have been specified, the shares will be voted to approve the amendment
to the Restated Articles of Incorporation, to approve a new stock option plan,
to approve the selection of KPMG Peat Marwick LLP as independent auditors 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 approval of an amendment to the Restated Articles
of Incorporation, the approval of a new stock option plan, the selection of
independent auditors for 1995 and the consideration of a shareholder's
1
<PAGE>
proposal. 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 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, 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, 1995.
ELECTION OF DIRECTORS
The number of directors of the Board to be elected at the Meeting to hold
office for the ensuing year and until their successors are elected and qualified
is 12. It is the intention of the proxy holders named in the enclosed proxy to
vote such proxies (except those containing contrary instructions) for the 12
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 of the Board
are named and certain information with respect to them is given below. The
information has been furnished to the Corporation by the respective nominees.
All of the nominees have engaged in their indicated principal occupation for
more than five years, unless otherwise indicated.
DIRECTOR
NAME OF NOMINEE PRINCIPAL OCCUPATION SINCE
- ------------------- ------------------------------------------------- --------
Etta Allen ......... Mrs. Allen, born in 1929, is president and owner 1988
of Allen Heating and Sheet Metal of Greenbrae, a
company which she and her late husband founded in
1957. Mrs. Allen is a licensed contractor in
heating, ventilating, air conditioning and sheet
metal and is active in various building industry
organizations, as well as many civic and
community activities. She also owns Sunny Slope
Ranch, a vineyard in Sonoma County. Mrs. Allen is
a director of the State Assistance Fund for
Enterprise Business and Industrial Development
Corporation. She is a director of Westamerica
Bank, a wholly owned banking subsidiary of the
Corporation ("WAB"), and a member of the Audit
Committee and the Employee Benefits and
Compensation Committee.
Louis E. Bartolini ..Mr. Bartolini, born in 1932, retired in 1988 as a 1991
vice president and financial consultant after
being with Merrill Lynch, Pierce, Fenner & Smith,
Inc. since 1961. A resident of Marin County since
1959, Mr. Bartolini has been active in various
community, charitable and educational
organizations and presently serves on the boards
of several of these organizations. He is a
director of WAB and a member of the Audit
Committee and the Nominating Committee.
2
<PAGE>
DIRECTOR
NAME OF NOMINEE PRINCIPAL OCCUPATION SINCE
- ------------------- ------------------------------------------------- --------
Charles I.
Daniels, Jr. .... Mr. Daniels, born in 1926, is president and owner 1989
of House of Daniels, Inc., of Novato, a beverage
distribution firm begun in 1933, which operates
through its three sales companies, Golden Gate
Distributing Company, Redwood Vintners and Golden
Gate Liquors, covering the northern California
market. Mr. Daniels is active in community,
professional and trade-related associations and
is a California director of the Wine & Spirits
Wholesalers of America. He is a director of WAB
and a member of the Audit Committee and the
Nominating Committee.
Don Emerson .........Mr. Emerson, born in 1928, was president of Calso 1979
Company (the holding company that owns the
formula and name "Calso Water," a carbonated
mineral water). He presently devotes his time to
personal investments. Mr. Emerson is a director
of Bank of Lake County, a wholly- owned banking
subsidiary of the Corporation ("BLC"), and WAB.
He is a member of the Executive Committee, the
Employee Benefits and Compensation Committee and
the Nominating Committee.
Arthur C. Latno, Jr. Mr. Latno, born in 1929, was an Executive Vice 1985
President for Pacific Telesis Group (formerly
Pacific Telephone Co.) in San Francisco from
1978, having worked for the telephone company
since 1954. Mr. Latno retired from that company
in November of 1992. He is director of WAB and is
Chairman of the Nominating Committee and a member
of the Executive Committee, the Employee Benefits
and Compensation Committee and the Loan and
Investment Committee.
Patrick D. Lynch ... Mr. Lynch, born in 1933, is a consultant and 1986
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 International, Inc., an
engineering consulting firm in Santa Clara. He is
a director of WAB and is Chairman of the Employee
Benefits and Compensation Committee and a member
of the Executive Committee and the Loan and
Investment Committee.
Catherine Cope
MacMillan ......... Ms. MacMillan, born in 1947, is president and 1985
owner of The Firehouse Restaurant in Sacramento.
In addition to the restaurant business, Ms.
MacMillan participates in numerous civic,
community and trade activities in the Sacramento
community. She is a director of WAB and is a
member of the Employee Benefits and Compensation
Committee, the Nominating Committee and the Loan
and Investment Committee.
3
<PAGE>
DIRECTOR
NAME OF NOMINEE PRINCIPAL OCCUPATION SINCE
- ------------------- ------------------------------------------------- --------
Dwight H. Murray,
Jr., M.D. .......... Dr. Murray, born in 1927, was appointed to the 1993
Board in August of 1993. He is a founding
director of Napa Valley Bank, a wholly-owned
banking subsidiary of the Corporation ("NVB") and
is 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 in April of 1993. Dr. Murray is a
self- employed vascular general surgeon and is an
Associate Clinical Professor of Surgery 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 Hospital in Napa.
Ronald A. Nelson ... Mr. Nelson, born in 1942, is vice president of 1988
Charles M. Schulz Creative Associates, a general
partner in various Schulz partnerships and
trustee for various Schulz trusts and the Schulz
foundation, with responsibility 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
director of WAB and is Chairman of the Audit
Committee and a member of the Employee Benefits
and Compensation Committee.
Carl R. Otto ....... Mr. Otto, born in 1946, is the President and 1992
Chief Executive Officer of John F. Otto, Inc., a
general contracting firm in Sacramento, as well
as a director of The Freeport Company, the real
estate holding company that owns John F. Otto,
Inc. Mr. Otto is also a director of Corey Delta
Corp., a Benicia construction firm. He is a
director of WAB and is a member of the Audit
Committee.
David L. Payne ..... Mr. Payne, born in 1955, has been Chairman of the 1984
Board of both the Corporation and WAB since
January of 1988 and was appointed President and
Chief Executive Officer in November of 1989. Mr.
Payne holds the following additional positions:
President of Westamerica Bank Properties, a
wholly-owned real estate holding company
subsidiary of WAB ("WABP"); Chairman, President
and Chief Executive Officer of Community Banker
Services Corporation, a wholly-owned subsidiary
of the Corporation ("CBSC"); Chairman and Chief
Executive Officer of Westcore, a wholly-owned
employee benefits subsidiary of the Corporation
("Westcore"); Chairman of Weststar Mortgage
Corporation, a wholly-owned mortgage servicing
subsidiary of CBSC ("WMC"); and director of NVB.
He is President and Chief Executive Officer of
Gibson Printing and Publishing Company and Gibson
Radio and Publishing Company, which are
newspaper, commercial printing and real estate
investment companies headquartered in Vallejo.
Mr. Payne served on the board of directors of
Vaca Valley Bank from 1982 until its
consolidation with WAB in 1983. He is Chairman of
the Executive Committee and a member of the
Nominating Committee.
4
<PAGE>
DIRECTOR
NAME OF NOMINEE PRINCIPAL OCCUPATION SINCE
- ------------------- ------------------------------------------------- --------
Edward B. Sylvester Mr. Sylvester, born in 1936, is the owner of 1979
Sylvester Engineering, Inc., a civil engineering
and planning firm. He takes an active lead in
various civic activities in Nevada County,
especially in the business community and in the
county's transportation improvements. Mr.
Sylvester served as a director of Gold Country
Bank from its incorporation in 1974 until its
consolidation with WAB in 1983. He is a director
of WAB and is a member of the Executive
Committee, the Nominating Committee and is
Chairman of the Loan and Investment Committee.
CERTAIN INFORMATION ABOUT THE BOARD OF DIRECTORS
AND CERTAIN COMMITTEES OF THE BOARD
The Board held a total of 13 meetings during 1994. Every director attended
at least 75% of the aggregate of: (i) the 13 Board meetings; and (ii) all of the
Committee meetings of such Committee on which such director 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 12
meetings in 1994.
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
management the Corporation's accounting principles, policies and practices and
its reporting policies and practices. The Audit Committee reviews with the
independent 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 Board.
The Audit Committee reviews the reports of examinations conducted by bank
regulatory authorities. The Audit Committee held 11 meetings in 1994.
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 12 meetings in 1994.
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"). Section 2.14 requires that
nominations be submitted in writing to the Secretary (or Assistant 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 2 meetings in 1994.
5
<PAGE>
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 12 times in 1994.
Directors' Fees. During 1994, 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 1994, nonemployee directors received $500 for each Committee meeting
of the Board 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, D. L. Payne, 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 with
subsidiaries of the Corporation in the ordinary course of business. 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.
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:
HELD
NAME OF EXECUTIVE POSITION SINCE
- ------------------ ------------------------------------------------------ -----
James M. Barnes .. Mr. Barnes, born in 1953, is Executive Vice President 1985
and Chief Financial Officer for the Corporation and
WAB and is also Manager of the Finance and
Administration Division of 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 Financial Officer of WMC. He is also a director
and Chief Financial Officer of Westcore. Following
four years with the First National Bank of Chicago,
Mr. Barnes joined the Bank of California, where he
held various 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 director 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.
6
<PAGE>
HELD
NAME OF EXECUTIVE POSITION SINCE
- ------------------ ----------------------------------------------------- -----
Robert W. Entwisle Mr. Entwisle, born in 1947, is Senior Vice President 1986
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, a director
and Senior Vice President of CBSC and a director and
Senior Vice President of Westcore. Mr Entwisle joined
WAB in 1980 as Vice President in the commercial
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 of the
Corporation 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
Corporation and its subsidiaries. Mr. Fricker has
been a Chartered Bank Auditor since 1984 and a
Certified Public Accountant since 1969.
Charles L. Fritz... Mr. Fritz, born in 1936, is Executive Vice President 1988
and Chief Credit Officer of the Corporation, 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. Since 1975 and
before joining WAB in 1988, Mr. Fritz held various
management positions in the lending area at Barclays
Bank of California.
Dennis R. Hansen... Mr. Hansen, born in 1950, is Senior Vice 1978
President and Controller for the Corporation and
is Senior Vice President, Controller and Cashier
for WAB. In addition, Mr. Hansen is a director
and Senior Vice President of WABP, Senior Vice
President and Chief Financial Officer of NVB and
BLC and Controller of CBSC and Westcore. His
responsibilities include financial planning,
accounting and reporting, risk management and
other accounting- related matters. Mr. Hansen
joined the Corporation in 1978 as Controller, was
promoted to Vice President in 1979 and Senior
Vice President in 1983. Mr. Hansen has been a
member of the American Institute and the
California Society of Certified Public
Accountants since 1974.
7
<PAGE>
HELD
NAME OF EXECUTIVE POSITION SINCE
- ------------------ ----------------------------------------------------- -----
Thomas S. Lenz ... Mr. Lenz, born in 1937, is Senior Vice President and 1989
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
monitoring, in accordance with WAB's established
policies and procedures relating to risk,
profitability, funds allocation and business
development objectives. 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 had been employed since 1976 by
Barclays Bank of California in a variety of
positions, 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.
Hans T. Y. Tjian... Mr. Tjian, born in 1939, joined WAB in May of 1989, 1989
as Senior Vice President and Manager of the
Operations and Systems Administration Division. He is
also a director and Senior Vice President of CBSC.
His responsibilities include data processing, item
processing, loan operations and bank administrative
services. Prior to joining WAB, Mr. Tjian was a
senior vice president at Wells Fargo Bank,
responsible for product management, finance, risk
management and planning for the Wholesale Services
Group. Mr. Tjian has been involved in the banking
business since 1969 and his experience includes
operations, computer systems management, strategic
planning and credit policy.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners. The following table shows,
to the best knowledge of the Corporation, the beneficial owners of more than 5%
of the Corporation's outstanding shares as of February 1, 1995. 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, 1995.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
------------------------------------------------------
SOLE SHARED SOLE SHARED PERCENT
VOTING VOTING INVESTMENT INVESTMENT OF
POWER POWER POWER POWER CLASS
--------- ------ ------------ ------------ ---------
<S> <C> <C> <C> <C> <C>
Alpha Capital Company, Inc. ("Alpha")
1425 Leimert Boulevard Suite 400
Oakland, CA 94602(1)............................ -- -- 536,403 -- 7.65%
J. P. Morgan & Co. Incorporated ("J.P. Morgan")
60 Wall Street
New York, NY 10260(2)........................... 317,100 -- 462,600 -- 5.00
<FN>
- ----------
(1) Based upon information provided in Alpha's 5% Ownership Questionnaire.
(2) Based upon information provided in J.P. Morgan's Schedule 13G for the
period ended December 31, 1994.
</TABLE>
8
<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, by the Chief Executive Officer and the four other most
highly compensated executive officers and by all directors and executive
officers of the Corporation as a group as of February 1, 1995.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
------------------------------------------------------------------
SOLE SHARED RIGHT TO
VOTING AND VOTING AND ACQUIRE WITHIN PERCENT OF
INVESTMENT INVESTMENT 60 DAYS OF SHARES OF
NAMES POWER POWER FEBRUARY 1,1995(1) TOTAL(2) CLASS(3
----- ------------ ------------ ------------------ --------- -----------
<S> <C> <C> <C> <C> <C>
Etta Allen(4) ................. 3,551 3,551 *
Louis E. Bartolini(5) ......... 600 600 *
Charles I. Daniels, Jr. ...... 676 676 *
Don Emerson ................... 21,475 21,475 *
Arthur C. Latno, Jr.(6) ...... 1,038 1,038 *
Patrick D. Lynch .............. 500 500 *
Catherine C. MacMillan ........ 500 500 *
Dwight H. Murray, Jr.(7) ..... 59,881 59,881 *
Ronald A. Nelson .............. 12,000 12,000 *
Carl R. Otto .................. 1,500 1,500 *
David L. Payne(8) ............. 190,886 3,069 45,633 239,588 2.58%
Edward B. Sylvester(9) ........ 26,775 26,775 *
James M. Barnes ............... 7,100 3,118 51,210 61,428 *
Robert W. Entwisle(10) ........ 4,989 1,956 26,150 33,095 *
Hans T. Y. Tjian(11) .......... 15,207 3,037 20,133 38,377 *
Charles L. Fritz(12) .......... 14,800 2,952 12,333 30,085 *
All 20 Directors and Executive
Officers as a group .......... 377,455 30,759 208,009 616,213 6.52
<FN>
* 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, 1995.
(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 3,100 shares held in a trust as to which Mrs. Allen is trustee.
(5) Includes 300 shares held in a profit sharing account for the benefit of
Mr. Bartolini.
(6) Includes 400 shares owned by Mr. Latno's wife as to which Mr. Latno
disclaims beneficial ownership.
(7) Includes 1,669 shares owned by Dr. Murray's wife, 397 shares owned by Dr.
Murray's wife as custodian for their grandchildren and 9,294 shares owned
by Dr. Murray's father-in-law who resides in the family home, as to all of
which Dr. Murray disclaims beneficial ownership.
(8) Includes 176,279 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 jointly by Mr. Sylvester's wife, 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.
(11) Includes 240 shares owned by Mr. Tjian's wife as to which Mr. Tjian
disclaims beneficial ownership and 12,567 shares held in a trust as to
which Mr. Tjian is co-trustee with sole voting and investment power.
(12) Includes 1,300 shares owned by Mr. Fritz's wife as to which Mr. Fritz
disclaims beneficial ownership.
</TABLE>
9
<PAGE>
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Corporation's directors and executive officers and
persons who own more than 10% of a registered class of the Corporation's equity
securities to file with the Securities and Exchange Commission (the "SEC") and
the National Association of Securities Dealers 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 10% 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, 1994, with the
exception of Hans T. Y. Tjian, all Section 16(a) filing requirements applicable
to its executive officers, directors and 10% shareholders were complied with.
On November 2, 1994, the wife of Mr. Tjian, Senior Vice President and Manager
of the Operations and Systems Administration Division, purchased 240 shares of
the Corporations's Common Stock. This purchase was not reported on a Form 4 for
November 1994, but was reported on Mr. Tjian's Form 5 filed for the period ended
December 31, 1994.
10
<PAGE>
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the compensation of the
Corporation's Chief Executive Officer and the four other most highly compensated
executive officers for services in all capacities to the Corporation, WAB and
other subsidiaries during 1994, 1993 and 1992:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------------------- -----------------------
NAME AND RESTRICTED ALL OTHER
PRINCIPAL STOCK COMPENSA-
POSITION YEAR SALARY BONUS(1) OTHER(2) AWARDS(3) OPTIONS(3) TION(4)
-------- ------ ---------- ---------- --------- ------------ ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
David L. Payne, 1994 $272,016 $200,000 $ 2,379 $174,038 27,050 $8,367
CEO 1993 260,016 190,000 12,836 187,425 13,000 7,088
1992 260,015 240,200 14,214 162,750 11,150 5,310
James M. Barnes, 1994 $149,040 $102,400 $12,777 $ 60,775 6,450 $3,750
EVP & CFO 1993 149,040 100,600 12,508 72,275 4,650 4,497
1992 149,000 72,400 12,667 58,125 4,000 4,364
Robert W. Entwisle, 1994 $134,280 $ 62,600 $15,937 $ 55,250 5,850 $6,369
SVP 1993 134,280 68,500 15,839 64,925 4,200 6,216
1992 134,280 60,400 16,856 52,312 3,600 2,982
Hans T. Y. Tjian, 1994 $130,008 $ 66,600 $16,230 $ 44,200 5,250 $3,750
SVP 1993 130,008 65,700 14,714 58,800 3,800 4,497
1992 130,008 58,200 15,173 47,469 3,250 4,364
Charles L. Fritz, 1994 $120,960 $ 57,800 $15,004 $ 49,725 5,250 $3,750
EVP & CCO 1993 120,942 56,500 13,728 58,800 3,800 8,069
1992 120,744 53,700 14,523 47,469 3,250 4,364
<FN>
- ----------
(1) Includes bonuses in the year in which they were earned.
(2) Includes monthly auto allowance for each individual, the amount of any
taxable perquisites and split dollar life insurance for Mr. Payne in 1994,
1993 and 1992.
(3) 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. At December 31, 1994 these individuals held the following
unvested restricted performance shares with the following fair market
values, based on a price of $29.50 per share: Payne (25,400 shares valued at
$749,300); Barnes (9,550 shares valued at $281,725); Entwisle (8,600 shares
valued at $253,700); Tjian (7,800 shares valued at $230,100); and Fritz
(7,800 shares valued at $230,100). The following table sets forth the
restricted performance share grants which were made on the following dates
to the named individuals:
JANUARY 20, 1992 JANUARY 27, 1993 JANUARY 26, 1994
MARKET PRICE: MARKET PRICE: MARKET PRICE:
$19.375/SHARE $24.50/SHARE $28.06/SHARE
---------------- ---------------- ----------------
Payne 8,400 7,650 9,350
Barnes 3,000 2,950 3,600
Entwisle 2,700 2,650 3,250
Tjian 2,450 2,400 2,950
Fritz 2,450 2,400 3,250
(4) Includes 1994 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
$3,750 each.
</TABLE>
11
<PAGE>
The following table describes stock options and stock appreciation rights
("SARs") that were granted pursuant to the Westamerica Bancorporation 1985 Stock
Option Plan (the "1985 Stock Option Plan") to the Corporation's Chief Executive
Officer and the four other most highly compensated executive officers in the
fiscal year ended December 31, 1994. All of these grants were made on January
26, 1994, based on achievement of 1993 corporate performance objectives.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
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)
---------- ---------------- -------- ---------- --------
David L. Payne .... 27,050 22% $28.06 1-26-04 $353,003
James M. Barnes ... 6,450 5 28.06 1-26-04 84,173
Robert W. Entwisle.. 5,850 5 28.06 1-26-04 76,343
Hans T. Y. Tjian ... 5,250 4 28.06 1-26-04 68,513
Charles L. Fritz.... 5,250 4 28.06 1-26-04 68,513
- ----------
(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. The terms of all of the
Corporation's stock option plans provide that options may become exercisable
in full in the event of a change of control as defined in each stock option
plan.
(2) A Black-Scholes option pricing model using standard assumptions, including
7.4% annual dividend growth, a risk-free rate equal to the ten-year U.S.
Treasury yield of 5.71%, volatility of 26% and a ten-year maturity was used
to derive the per share option value of $13.05.
The following table sets forth the stock options or SARs exercised in 1994
and the December 31, 1994 unexercised value of both vested and unvested stock
options and SARs for the Corporation's Chief Executive Officer and the 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, 1994 AT DECEMBER 31, 1994(1)
ACQUIRED VALUE ----------------------------- -----------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ ---------- ------------- --------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
David L. Payne ..... 0 $ 0 20,166 39,434 $211,374 $119,922
James M. Barnes .... 5,010 103,514 45,556 10,884 591,916 38,295
Robert W. Entwisle.. 3,500 57,563 18,900 9,850 169,863 34,574
Hans T. Y. Tjian ... 0 0 13,582 8,868 149,980 31,206
Charles L. Fritz ... 0 0 5,782 8,868 60,280 31,206
<FN>
- ----------
(1) Fair market value of the Corporation's Common Stock was $29.50 per share on
December 31, 1994.
</TABLE>
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 1994.
12
<PAGE>
PENSION PLAN TABLE
YEARS OF SERVICE
ESTIMATED ANNUAL RETIREMENT INCOME
VALUATION PERIOD -------------------------------------------------
AVERAGE COMPENSATION 15 20 25 30 35
- -------------------- --------- --------- --------- --------- ---------
$ 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
150,000 (1994 maximum) .... 39,100 52,100 65,200 78,200 91,200
180,000 ................... 47,200 62,900 78,600 94,400 110,100
200,000 (pre-1994 maximum) 52,600 70,100 87,700 105,200 122,700
The Corporation's retirement plan provides for minimum pension benefits
that are determined by a participant's years of service credited under the
Corporation's retirement plan, career average compensation, taking into account
the participant's social security wage base, and the value of the participant's
company contributions, plus earnings, in the Westamerica Bancorporation Deferred
Profit-Sharing Plan (the "Deferred Profit-Sharing Plan"). If the annuity value
of the profit-sharing account balance exceeds the pension guarantee, the
participant will receive benefits from the Deferred Profit-Sharing Plan only.
Compensation includes regular earnings and bonuses. However, maximum eligible
compensation for 1994 is $150,000 in accordance with section 401(a)(17) of the
Internal Revenue Code of 1986, as amended (the "IRC"). This amount is subject to
cost of living adjustments in accordance with section 415(d) of the IRC.
Messrs. Payne, Barnes, Entwisle, Tjian and Fritz have five, nine, fourteen,
five and six years, respectively, of credited service.
CERTAIN EMPLOYMENT CONTRACTS
WAB entered into an employment agreement with Mr. Barnes, dated 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 agreements are "evergreen" in the sense that the
term of the agreement is automatically extended for one additional month upon
completion of each additional month of employment unless WAB gives Mr. Barnes or
Mr. Entwisle one or two years', respectively, notice of intent to terminate.
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) two or
one, respectively, times his base salary; (ii) his maximum bonus(es) had he
remained employed two or one, respectively, additional years past the date of
termination; and (iii) an amount equal to his automobile allowance for the two
or one, respectively, years preceding the date of termination.
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 1985 Stock Option Plan; 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.
13
<PAGE>
BOARD COMPENSATION COMMITTEE REPORT
The Board, operating through its Employee Benefits and Compensation
Committee, has established an executive compensation program and determines
annual 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 above, 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 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.
Corporate performance measures for 1994, which determined January 1995 cash
bonuses, option grants and restricted performance share grants were to:
* 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 loan volumes.
Additional corporate performance objectives for a three-year period are
established by the Employee Benefits and Compensation Committee to accompany
each grant of restricted performance shares. Whether each grant vests three
years following the grant is determined by achievement of these preestablished,
three-year performance objectives.
The Chief Executive Officer's base salary in 1994 of $272,016 was
established at a level judged to be competitive with comparable positions at
other financial institutions. The Chief Executive Officer's $200,000 cash bonus
earned in 1994 (included in the Summary Compensation Table listed above) and
paid in January of 1995, was related 80% to the achievement of the 1994
corporate goals listed above and 20% to achievement of individual management
goals. Individual management goals achieved in 1994 included satisfactory
results from regulatory examinations, satisfactory internal controls and
satisfactory progress on acquisitions. Compared to the 1994 corporate objectives
listed above, the Corporation:
* exceeded its targeted profitability objectives;
* improved credit quality measures to better than established levels;
* outperformed noninterest expense and control goals; and
* fell short of low cost deposit growth goals and commercial loan goals.
14
<PAGE>
The Chief Executive Officer's receipt, pursuant to the 1985 Stock Option
Plan, of 27,050 nonqualified stock options and 9,350 restricted performance
shares in January 1994 was related to achievement of the 1993 corporate
performance measures listed above. Compared to the 1993 corporate objectives
listed above, the Corporation:
* exceeded its Napa Valley Bancorp merger objectives;
* exceeded its targeted profitability goals;
* 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.
A description of the Westamerica Bancorporation Stock Option Plan of 1995
(the "1995 Stock Option Plan") is set forth in Proposal Number 3 below. Under
the 1995 Stock Option Plan, if approved by holders of a majority of the shares
represented and voting at the Meeting, the Corporation will be permitted to
issue awards in the form of restricted performance shares, stock options, SAR's
or any combination thereof, to eligible employees including but not limited to,
the executive officers, for the same reasons as the 1985 Stock Option Plan. The
1985 Stock Option Plan will expire on December 18, 1995, but will be terminated
and the shares reserved thereunder canceled, on the effective date of the 1995
Stock Option Plan. The 1995 Stock Option Plan, if approved, will replace the
1985 Stock Option Plan on a prospective basis. No awards have been made to date
under the 1995 Stock Option Plan. Since each award under the 1995 Stock Option
Plan increases if the price of the Corporation's stock increases, the Employee
Benefits and Compensation Committee believes that the 1995 Stock Option Plan
provides strong incentive to achieve excellent results and that all shareholders
should therefore benefit from the program.
Other
In 1993, the IRC was amended to add section 162(m). Section 162(m) places a
limit of $1,000,000 on the amount of compensation that may be deducted by the
Corporation in any year with respect to certain of the Corporation's highest
paid executives. The Corporation intends generally to qualify compensation paid
to executive officers for deductibility under the IRC, including new section
162(m). The Corporation is submitting for a vote of the shareholders at the
Meeting the 1995 Stock Option Plan to maximize the tax deductibility of awards
under such 1995 Stock Option Plan. However, the Corporation may from time to
time in the future pay compensation to its executive officers that may not be
deductible.
The Employee Benefits and Compensation Committee believes that the
foregoing compensation programs and policies provide competitive levels of
compensation, encourage long-term performance and promote management retention
while further aligning shareholders' and managements' interests in the
performance of the Corporation and the Corporation's Common Stock.
Members of the Employee Benefits and Compensation Committee as of January
25, 1995 are: Patrick D. Lynch, Chairman, Etta Allen, Don Emerson, Arthur C.
Latno, Jr., Catherine Cope MacMillan and Ronald A. Nelson.
15
<PAGE>
[The following descriptive data is supplied in accordance with Rule 304(d) of
Regulation S-T]
STOCK PERFORMANCE CHART(1)
Year Westamerica Western Bank S&P 500
Ended Bancorporation Monitor Industry Proxy(2) Index
- ----- -------------- ------------------------- --------
1989 100 100 100
1990 70 89 93
1991 90 95 118
1992 109 115 123
1993 128 133 132
1994 143 135 130
(1) Assumes $100 invested on December 31, 1989 in the Corporation's Common
Stock, the S&P 500 composite stock index and Montgomery Securities' index of
41 Western bank stocks, with reinvestment of dividends.
(2) Source: Montgomery Securities' Western Bank Monitor--Western Bank Monitor
Industry Proxy.
APPROVAL OF AMENDMENT OF THE RESTATED ARTICLES OF INCORPORATION
On February 27, 1995, the Board adopted an amendment of the Corporation's
Restated Articles of Incorporation (the "Articles") which will increase the
number of authorized shares of Common Stock from 20,000,000 to 50,000,000. In
order to be effective, the amendment of the Articles must be approved by holders
of a majority of the outstanding Shares of Common Stock of the Corporation. The
text of Article III of the Articles is to read as follows:
Capitalization. This corporation is authorized to issue three classes
of shares designated "Common Stock", "Class B Common Stock" and "Preferred
Stock", respectively. The number of shares of Common Stock authorized to be
issued is 50,000,000, the number of shares of Class B Common Stock
authorized to be issued is 1,000,000 and the number of shares of Preferred
Stock authorized to be issued is 1,000,000. The Preferred Stock and Class B
Common Stock may be issued from time to time in one or more series. The
Board of Directors is authorized to fix the number of shares of any series
of Preferred Stock and Class B Common Stock and to determine the
designation of any such series. The Board of Directors is also authorized
to determine or alter the rights, preferences, privileges, and restrictions
granted to or imposed upon any wholly unissued class or series of Preferred
Stock or Class B Common Stock, and, within the limits and restrictions
stated in any resolution or resolutions of the Board of Directors
originally fixing the number of shares constituting any series, to increase
or decrease (but not below the number of shares of such series then
outstanding) the number of shares of any such series subsequent to the
issue of shares of that series.
16
<PAGE>
The Board believes that the number of shares currently authorized for
issuance does not provide the Corporation with the flexibility required to
pursue the Corporation's long term goals, such as pursuing expansion
opportunities which may arise from time to time and require the issuance of
additional shares of Common Stock. Accordingly, the Board believes it is in the
best interest of the Corporation and its shareholders to approve an amendment of
the Articles to increase the number of authorized shares of Common Stock.
If the shareholders do not approve this proposal, the Corporation will
attempt to repurchase shares sufficient to meet its long-term goals. However,
there can be no assurance that the Corporation will be able to purchase
sufficient shares to meet such goals.
THE BOARD RECOMMENDS A VOTE FOR AMENDMENT OF THE RESTATED ARTICLES OF
INCORPORATION TO INCREASE THE NUMBER OF SHARES OF AUTHORIZED COMMON STOCK.
APPROVAL OF THE CORPORATION'S STOCK OPTION PLAN OF 1995
STOCK OPTION PLAN OF 1995
Adoption. The Corporation's Stock Option Plan of 1995 (the "1995 Stock
Option Plan") was adopted by the Board on January 26, 1995, subject to the
approval of the Corporation's shareholders on April 25, 1995. The 1995 Stock
Option Plan is attached to this proxy statement as Exhibit A.
Shares Available for Issuance. The 1995 Stock Option Plan provides for
awards in the form of restricted performance shares, stock options, SARs or any
combination thereof. To date, no awards have been made under the 1995 Stock
Option Plan. Upon approval of the 1995 Stock Option Plan, there will be no
shares available for issuance under the 1985 Stock Option Plan since such shares
will have been canceled. On January 1, 1995 and each January 1 thereafter for
the remaining term of the 1995 Stock Option Plan, 2% of the Corporation's issued
and outstanding shares of Common Stock on January 1 of each calendar year shall
be reserved for awards; provided, however, that any reserved shares that have
been reserved for award but not issued under such awards shall remain available
for award in any subsequent calendar year. In addition, if any restricted
performance shares, options or SARs granted under the 1995 Stock Option Plan are
forfeited, or if options or SARs terminate for any other reason prior to
exercise, then the underlying shares of Common Stock shall again become
available for awards. If SARs are exercised for cash, the number of shares
underlying such awards shall become available for further awards.
Notwithstanding the foregoing, no more than 400,000 shares of Common Stock shall
be available for the grant of incentive stock options ("ISOs") over the term of
the 1995 Stock Option Plan.
Administration and Eligibility. The 1995 Stock Option Plan is administered
by a committee of the Board consisting of at least two members who are
"disinterested" as such term is defined under Rule 16b-3 of the Exchange Act
(the "Committee"). The Committee selects the employees of the Corporation or any
subsidiary who will receive awards, determines the size of the award and
establishes the vesting or other conditions. All employees of the Corporation
(or any subsidiary of the Corporation) are eligible to participate in the 1995
Stock Option Plan. As of January 1, 1995, 37 employees were eligible to
participate in the 1995 Stock Option Plan.
Payment. In general, no payment will be required upon receipt of an award.
Restricted Performance Shares. A restricted performance share is an
unfunded bookkeeping entry representing the equivalent of one share of Common
Stock, and it is nontransferable prior to the holder's death. A holder of
restricted performance shares has no voting rights or other privileges as a
shareholder.
Restricted performance shares, when vested, will be settled by distributing
shares of Common Stock. The number of shares of Common Stock distributed in
settlement of restricted performance shares may be smaller than the number of
restricted performance shares granted, depending upon the attainment of
performance objectives. Vested restricted performance shares will be settled at
the time determined by the Committee.
17
<PAGE>
Stock Options. Options may include nonstatutory stock options ("NSOs") as
well as ISOs intended to qualify for special tax treatment. No optionee shall be
granted options during any calendar year in excess of 1% of the total
outstanding shares of the Common Stock of the Corporation on January 1, 1995.
The term of an option cannot exceed ten years, and the exercise price of an
option must be equal to or greater than the fair market value of the Common
Stock on the date of grant.
The exercise price of an option may be paid in any lawful form permitted by
the Committee, including (without limitation) the surrender of shares of Common
Stock already owned by the optionee. The 1995 Stock Option Plan also allows the
optionee to pay the exercise price of an option by giving "exercise/sale"
directions. If exercise/sale directions are given, a number of option shares
sufficient to pay the exercise price and any withholding taxes is issued
directly to a securities broker selected by the Corporation who, in turn, sells
these shares in the open market. The broker remits to the Corporation the
proceeds from the sale of these shares, and the optionee receives the remaining
option shares or cash. The Committee may also permit optionees to satisfy the
exercise price of an option (including any applicable taxes) by surrendering a
portion of their option shares to the Corporation.
Stock Appreciation Rights. An SAR permits the participant to elect to
receive any appreciation in the value of the underlying stock from the
Corporation in cash. No optionee shall be granted SARs during any calendar year
in excess of 1% of the total outstanding shares of the Common Stock of the
Corporation on January 1, 1995. The amount payable on exercise of an SAR is
measured by the difference between the market value of the underlying stock at
exercise and the exercise price.
Vesting Conditions. As noted above, the Committee determines the number of
restricted performance shares, stock options or SARs to be included in the award
as well as the vesting and other conditions. The vesting conditions may be based
on the employee's service, his or her individual performance, the Corporation's
performance or other criteria. It is anticipated that the vesting conditions
generally will be based on the employee's service after the date of grant.
Vesting may be accelerated in the event of the employee's death, disability or
retirement and will be accelerated in the event of a change in control with
respect to the Corporation.
For purposes of the 1995 Stock Option Plan, the term "change in control" is
defined as (i) a dissolution or liquidation of the Corporation, (ii) a sale of
all or substantially all of the Corporation's assets, or (iii) a tender within
the meaning of section 14 of the Exchange Act made for 5% or more of the
Corporation's stock by any person other than the Corporation or any of its
subsidiaries.
Modifications. The Committee is authorized, within the provisions of the
1995 Stock Option Plan, to amend the terms of outstanding restricted performance
shares to modify or extend outstanding options or SARs or to exchange new
options for outstanding options, including outstanding options with a higher
exercise price than the new options.
FEDERAL INCOME TAX CONSEQUENCES
The following discussion of the federal income tax consequences of the ISOs
and NSOs under the 1995 Stock Option Plan is intended to be a summary of
applicable federal law. State and local tax consequences may differ. Because the
federal income tax rules governing options and related payments are complex and
subject to frequent change, optionees are advised to consult their tax advisors
prior to exercise of options or dispositions of stock acquired pursuant to
option exercise.
ISOs and NSOs are treated differently for federal income tax purposes. ISOs
are intended to comply with the requirements of section 422 of the IRC. NSOs
need not comply with such requirements.
An optionee is not taxed on the grant or exercise of an ISO. The difference
between the exercise price and the fair market value of the shares on the
exercise date will, however, be a preference item for purposes of the
alternative minimum tax. If an optionee holds the shares acquired upon exercise
of an ISO for at least two years following grant and at least one year following
exercise, the optionee's gain, if any, upon a subsequent disposition of such
shares is long-term capital gain. The measure of the gain is the difference
between the proceeds received on disposition and the optionee's basis in the
shares (which generally equals the exercise price). If an optionee disposes of
stock acquired pursuant to exercise of an ISO before satisfying the one and two
18
<PAGE>
year holding periods described above, the optionee will recognize both ordinary
income and capital gain in the year of disposition. The amount of the ordinary
income will be the lesser of (i) the amount realized on disposition less the
optionee's adjusted basis in the stock (usually the option price) or (ii) the
difference between the fair market value of the stock on the exercise date and
the option price. The balance of the consideration received on such a
disposition will be long-term capital gain if the stock had been held for at
least one year following exercise of the ISO. The Corporation is not entitled to
an income tax deduction on the grant or exercise of an ISO or on the optionee's
disposition of the shares after satisfying the holding period requirement
described above. If the holding periods are not satisfied, the Corporation will
be entitled to a deduction in the year the optionee disposes of the shares, in
an amount equal to the ordinary income recognized by the optionee.
An optionee is not taxed on the grant of a NSO. On exercise, however, the
optionee recognizes ordinary income equal to the difference between the option
price and the fair market value of the shares on the date of exercise. The
Corporation is entitled to an income tax deduction in the year of exercise in
the amount recognized by the optionee as ordinary income. Any gain on subsequent
disposition of the shares is long-term capital gain if the shares are held for
at least one year following exercise. The Corporation does not receive a
deduction for this gain.
NEW 1995 STOCK OPTION PLAN BENEFITS
The Committee has full discretion to determine the number and amount of
options to be granted to employees under the 1995 Stock Option Plan. Therefore,
the benefits and amounts that will be received by the Chief Executive Office and
the four other most highly compensated executive officers, the executive
officers as a group and all other employees are not determinable. Details on
stock options granted during the last three years to the Chief Executive Officer
and the four other most highly compensated executive officers are presented in
the table entitled "Summary Compensation Table."
REQUIRED APPROVAL
The affirmative vote of the holders of a majority of the shares of Common
Stock represented and voting at the Meeting is required to approve the 1995
Stock Option Plan. Properly executed proxies received by the Corporation which
have not indicated any vote on the 1995 Stock Option Plan will be voted "FOR"
approval of the 1995 Stock Option Plan.
THE BOARD RECOMMENDS A VOTE FOR THE APPROVAL OF THE 1995 STOCK OPTION
PLAN.
APPROVAL OF AUDITORS
The Board has selected KPMG Peat Marwick LLP as independent auditor for the
Corporation for the 1995 fiscal year, subject to the approval of the
shareholders. KPMG Peat Marwick LLP 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 LLP 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.
THE BOARD RECOMMENDS A VOTE FOR THE APPROVAL OF KPMG PEAT MARWICK LLP AS
INDEPENDENT AUDITOR FOR THE CORPORATION FOR THE 1995 FISCAL YEAR.
19
<PAGE>
SHAREHOLDER PROPOSAL
SHAREHOLDER'S PROPOSAL TO CHANGE METHOD OF COMPENSATING THE DIRECTORS OF
THE CORPORATION
The Corporation has been advised that a shareholder intends to present a
proposal at the Meeting. The name and address of the shareholder and the number
of shares of the Corporation's Common Stock owned by such individual will be
furnished by the Corporation to any person, either orally or in writing, as
requested, promptly upon either the oral or written request therefor. Requests
should be directed to the Corporations's Assistant Corporate Secretary, Mary
Anne Bell. The proposal and supporting statement submitted by the shareholder
are quoted below. The Board opposes the proposal for the reasons stated below.
SHAREHOLDER PROPOSAL
The shareholders of WestAmerica Corporation request the Board of Directors
take the necessary steps to amend the company's governing instruments to adopt
the following:
Beginning on the 1996 WestAmerica Corporation fiscal year all members of
the Board of Director's total compensation will be 1000 shares of WestAmerica
Corporation common stock each year. No other compensation of any kind will be
paid.
SHAREHOLDER'S SUPPORTING STATEMENT
For many years the [*] Family have been submitting for shareholder vote, at
this corporation as well as other corporations, proposals aimed at putting
management on the same playing field as the shareholders. This proposal would do
just that.
A few corporations have seen the wisdom in paying directors solely in
stock. Most notably, Scott Paper and Travelers. Ownership in the company is the
American way. We feel that this method of compensation should be welcomed by
anyone who feels they have the ability to direct a major corporation's fortunes.
The directors would receive 1000 shares each year. If the corporation does
well, the directors will make more money in the value of the stock they receive
and the dividend that usually rise with more profits. If things go bad, they
will be much more inclined to correct things, because it will be coming directly
out of their pockets. Instead of the way it is done now, where directors receive
the same compensation for good or bad performance.
BOARD OF DIRECTORS' STATEMENT IN OPPOSITION TO SHAREHOLDER PROPOSAL
The Board 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.
However, the Board believes that the Corporation's current compensation package
for its directors encourages and mandates the type of "accountability" that the
shareholder desires and is supported by well settled legal standards concerning
the duties of directors.
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 1994, 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
- ----------
* The name of the individual will be furnished by the Corporation to any
person, either orally or in writing, as requested, promptly upon either the
oral or written request therefor.
20
<PAGE>
or she attended. Nonemployee 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 does 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 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 1, 1995, owned
131,287 shares or 1.42% 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. The Board believes that an individual's level
of share ownership is not necessarily the best indicator of judgment and
commitment to the Corporation.
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 business judgment.
For a matter to be properly brought before the Meeting by a shareholder,
section 2.02 of the Corporation's Bylaws ("Section 2.02") provides that the
shareholder must deliver or mail a written notice to the Secretary (or Assistant
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.
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
----------------------------------
Mary Anne Bell
Assistant Corporate Secretary
Dated: March 21, 1995
21
<PAGE>
EXHIBIT A
WESTAMERICA BANCORPORATION
STOCK OPTION PLAN OF 1995
(AS ADOPTED APRIL 25, 1995)
<PAGE>
TABLE OF CONTENTS
PAGE
--------
I. DEFINITIONS .......................................... 1
1. "Award" .......................................... 1
2. "Board" .......................................... 1
3. "Code" ........................................... 1
4 "Committee" ................................. 1
5. "Common Stock" ................................... 1
6. "Corporation" .................................... 1
7. "Employee" ....................................... 1
8. "Fair Market Value" .............................. 1
9. "Grant" .......................................... 1
10. "ISO" ............................................ 1
11. "NQSO" ........................................... 1
12. "Option Agreement" ............................... 1
13. "Option" ......................................... 1
14. "Optionee" ....................................... 1
15. "Plan" ........................................... 1
16. "SAR" ............................................ 1
17. "Subsidiary" ..................................... 1
18. "Westamerica Bancorporation" ..................... 1
II. PURPOSE .............................................. 1
III. SHARES SUBJECT TO THE PLAN ........................... 2
IV. ADMINISTRATION OF THE PLAN ........................... 2
1. Committee Procedures .............................. 2
2. Committee Responsibilities ........................ 2
3. Modification, Extension and Renewal of Awards .... 3
4. Limitations on SARs and Options ................... 3
IVA. STOCK APPRECIATION RIGHTS ............................ 3
V. ELIGIBLE EMPLOYEES ................................... 3
VI. OPTION EXERCISE PRICE ................................ 3
VII. PAYMENT OF OPTION EXERCISE PRICE ..................... 4
VIII. TERMS AND EXERCISE OF OPTIONS ........................ 4
IX. TERMINATION OF EMPLOYMENT ............................ 4
X. NON-TRANSFERABILITY .................................. 4
XI. RESTRICTED PERFORMANCE SHARE GRANTS .................. 5
XII. ADJUSTMENTS UPON CHANGES IN STOCK .................... 5
XIII. RIGHTS AS AN OPTIONEE, STOCKHOLDER, OR EMPLOYEE ..... 5
XIV. OTHER PROVISIONS ..................................... 6
XV. REGISTRATION AND RESALE .............................. 6
XVI. EFFECTIVE DATE, TERM AND SHAREHOLDER APPROVAL ....... 6
XVII. AMENDMENT OF PLAN .................................... 6
XVIII. TAXES ................................................ 6
i
<PAGE>
WESTAMERICA BANCORPORATION
STOCK OPTION PLAN OF 1995
I. DEFINITIONS
As used herein, the following terms have the following meanings:
1. "Award" means an Option, a SAR or a Grant.
2. "Board" means the Board of Directors of the Corporation.
3. "Code" means the Internal Revenue Code of 1986, as amended.
4. "Committee" means the Committee described in Article IV hereof.
5. "Common Stock" means the Common Stock of the Corporation.
6. "Corporation" means Westamerica Bancorporation, a California
corporation.
7. "Employee" means any officer or salaried employee of Westamerica
Bancorporation.
8. "Fair Market Value" shall mean (i) the mean of the highest and lowest
selling price of a share of Common Stock on the principal exchange which the
shares are trading, on the first trading day immediately preceding the date on
which the Fair Market Value is determined, or (ii) if the shares are not traded
on an exchange but are quoted on the National Market System or a successor
quotation system, the mean of the highest and lowest selling price on the first
trading day immediately preceding the date on which the Fair Market Value is
determined, or (iii) if the shares are not traded on an exchange or quoted on
the National Market System or a successor quotation system, the fair market
value of a share, as determined by the Committee in good faith. Such
determination shall be conclusive and binding on all persons.
9. "Grant" means a restricted performance share grant awarded pursuant to
Article XI.
10. "ISO" means a stock option that is intended to meet the requirements of
section 422 of the Code and is designated an Incentive Stock Option or ISO by
the Committee.
11. "NQSO" means an option that is not an ISO.
12. "Option Agreement" means a written option agreement duly executed on
behalf of the Corporation, delivered to an Optionee, and executed by such
Optionee in accordance with Article XIII hereof.
13. "Option" means either an ISO or an NQSO granted under the Plan and
entitling the holder to purchase share(s) of Common Stock.
14. "Optionee" means an Employee who has been granted an Option.
15. "Plan" means the Westamerica Bancorporation Stock Option Plan of 1995,
as set forth herein.
16. "SAR" means a stock appreciation right granted pursuant to Article IVA.
17. "Subsidiary" shall mean any corporation, if the Corporation and/or one
or more other Subsidiaries own not less than 50 percent of the total combined
voting power of all classes of outstanding stock of such corporation. A
corporation that attains the status of a Subsidiary on a date after the adoption
of the Plan shall be considered a Subsidiary commencing as of such date.
18. "Westamerica Bancorporation" means the Corporation or any present or
future Subsidiary.
II. PURPOSE
It is the purpose of the Plan to provide a means whereby those Employees
who have responsibilities for the successful administration and management of
Westamerica Bancorporation and whose present and potential contributions to the
success of Westamerica Bancorporation are of importance to the Corporation can
acquire a proprietary interest in the Corporation thereby providing an incentive
for continuing beneficial services to the Corporation.
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<PAGE>
III. SHARES SUBJECT TO THE PLAN
1. The aggregate number of shares which may be issued under Awards during
any calendar year shall be that number which is equal to 2.0% of the number of
issued and outstanding shares of Common Stock of the Corporation as of January 1
of such year (January 1, 1995 in the case of the first year), subject to
adjustment as provided for in Article XII below. Any shares that have been
reserved but not issued under Awards during any calendar year shall remain
available for grant during any subsequent calendar year. Notwithstanding the
foregoing, no more than 400,000 shares of Common Stock shall be available for
the grant of ISOs over the term of the Plan.
2. For the purposes of computing the total number of shares of Common Stock
available for Awards under the Plan, there shall be counted against the annual
limitation shares of Common Stock subject to Awards. If any Award expires, is
canceled, forfeited or terminates for any reason before being exercised, then
the shares of Common Stock subject to such Award shall again become available
for future Awards under the Plan. In addition, when SARs are surrendered for
cash, the shares of Common Stock subject to such SARs shall be restored to the
share pool available for future Awards.
IV. ADMINISTRATION OF THE PLAN
1. Committee Procedures. The Committee shall be designated by the Board and
shall have such membership composition which enables the Plan to qualify under
Rule 16b-3 issued under the Securities Exchange Act of 1934 (the "Exchange Act")
with regard to the grant of Awards to persons who are subject to Section 16 of
the Exchange Act. The Committee may hold meetings at such times and places as it
shall determine. The acts of a majority of the Committee members present at
meetings at which a quorum exists, or acts reduced to or approved in writing by
all Committee members, shall be valid acts of the Committee.
2. Committee Responsibilities. Subject to the provisions of the Plan, the
Committee shall have full authority and discretion to take the following
actions:
(a) To interpret the Plan and to apply its provisions;
(b) To adopt, amend or rescind rules, procedures and forms relating to the
Plan;
(c) To authorize any person to execute, on behalf of the Corporation, any
instrument required to carry out the purposes of the Plan;
(d) To determine when Awards are to be granted under the Plan;
(e) To select the recipients of Awards;
(f) To determine the number of shares to be subject to each Award;
(g) To prescribe the terms and conditions of each Award, including (without
limitation) the exercise price, the vesting or duration of the Award (including
accelerating the vesting of the Award), to determine whether an Option is to be
classified as an ISO or NQSO, and to specify the provisions of the Award
Agreement relating to such Award;
(h) To amend any outstanding Award Agreement, subject to applicable legal
restrictions and to the consent of the Employee who entered into such agreement;
(i) To prescribe the consideration for the grant of each Award under the
Plan and to determine the sufficiency of such consideration;
(j) To determine the disposition of each Award under the Plan in the event
of an Employee's divorce or dissolution of marriage;
(k) To determine whether Options or other Awards under the Plan will be
granted in replacement of other grants under an incentive or other compensation
plan of an acquired business;
(l) To correct any defect, supply any omission, or reconcile any
inconsistency in the Plan, or any Option or Award Agreement; and
A-2
<PAGE>
(m) To take any other actions deemed necessary or advisable for the
administration of the Plan.
Subject to the requirements of applicable law, the Committee may designate
persons other than members of the Committee to carry out its responsibilities
and may prescribe such conditions and limitations as it may deem appropriate,
except that the Committee may not delegate its authority with regard to the
selection for participation of or the granting of Awards under the Plan to
persons subject to Section 16 of the Exchange Act. All decisions,
interpretations and other actions of the Committee shall be final and binding on
all Award recipients, and all persons deriving their rights from an Award
recipient. No member of the Committee shall be liable for any action that he has
taken or has failed to take in good faith with respect to the Plan or any Award
to acquire Shares under the Plan.
3. Modification, Extension and Renewal of Awards. Within the limitations of
the Plan, the Committee may modify, extend or renew outstanding Awards or may
accept the cancellation of outstanding Awards (to the extent not previously
exercised) in return for the grant of new Awards at the same or a different
price or without regard to such grants. The foregoing notwithstanding, no
modification of an Award shall, without the consent of the Employee, impair his
rights or increase his obligations under such Award.
4. Limitations on SARs and Options. No Employee shall be granted SARs or
Options during any calendar year in excess of 1.0% of the total outstanding
shares of Common Stock of the Corporation on January 1, 1995.
IVA. STOCK APPRECIATION RIGHTS
1. The Committee shall also have the authority to grant SARs on such terms
and conditions as it deems appropriate, consistent with the purposes of the
Plan. On surrender of each SAR, the SAR holder shall receive a cash payment
equal to the difference obtained by subtracting (1) the Fair Market Value of one
share of Common Stock on the surrender date from (2) the Fair Market Value of
one share of Common Stock on the date the SAR was granted.
2. The Committee shall from time to time determine which Employees shall be
granted SARs under the Plan, the terms thereof, and the number of SARs to be
granted.
3. The term of a SAR shall be determined by the Committee but in no event
shall the term extend beyond ten years from the date of the grant. SARs may be
exercisable in full or in installments, as the Committee determines at the date
of grant.
4. The provisions of this Plan applicable to Options shall apply to SARs
where the context so permits and as necessary to carry out the purposes of the
Plan.
V. ELIGIBLE EMPLOYEES
1. The persons who shall be eligible to receive Options shall be such
Employees as the Committee, in its sole discretion, shall select from time to
time during the duration of the Plan.
2. A director of the Corporation or of a Subsidiary shall not be eligible
to receive an Option unless such director is also an Employee.
3. No person shall be eligible to receive an Option who owns stock
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Corporation or of a Subsidiary.
VI. OPTION EXERCISE PRICE
The exercise price of each Option granted hereunder shall be determined by
the Committee, but in no event shall be less than one hundred percent (100%) of
the Fair Market Value of the Common Stock at the time such Option is granted, as
determined by the Committee. Such exercise price shall be adjusted as provided
in Article XII hereof.
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<PAGE>
VII. PAYMENT OF OPTION EXERCISE PRICE
The exercise price with respect to the Common Stock being purchased by an
Optionee upon the exercise of an Option in whole or in part shall be paid in
full to the Corporation either (i) in cash, (ii) by delivery of Common Stock
owned by the Optionee for such duration as may be specified by the Committee and
duly endorsed for transfer to the Corporation, or (iii) a combination of cash
and Common Stock. Shares of Common Stock owned by the Optionee and delivered to
the Corporation in payment of all or part of the exercise price of an Option
shall be valued for this purpose at one hundred percent (100%) of the Fair
Market Value of such Common Stock on the day of such exercise, as determined by
the Committee. Optionees electing to pay all or part of the exercise price of an
Option by delivery of Common Stock shall not be entitled to receive fractional
shares to the extent, if any, that the Fair Market Value of such Common Stock
exceeds such exercise price, but instead shall be entitled to cash in lieu
thereof. To the extent that an Option Agreement so provides, payment may be made
all or in part by delivery (on a form prescribed by the Committee) of an
irrevocable direction to a securities broker to sell shares of Common Stock and
to deliver all or part of the sale proceeds to the Corporation in payment of the
aggregate exercise price and any taxes. To the extent that an Option Agreement
so provides, payment may also be made all or in part by delivery (on a form
prescribed by the Committee) of an election to the Corporation to withhold a
sufficient number of shares from the shares otherwise due upon exercise of the
Option having an aggregate Fair Market Value on the date of exercise equal to
the exercise price of the Option, or by any other method of payment permitted
under applicable laws, regulations or rules.
VIII. TERMS AND EXERCISE OF OPTIONS
1. The term of each Option granted hereunder shall be determined by the
Committee, but in no event shall the term of an ISO be greater than ten (10)
years from the date of grant or such shorter term as may be fixed by the
Committee.
2. Each Option Agreement shall specify the date when all or any installment
of the Option is to become exercisable. The Option Agreement shall also specify
the term of the Option. Subject to the preceding two sentences, the Committee at
its sole discretion shall determine when all or any installment of an Option is
to become exercisable and when an Option is to expire.
3. Notwithstanding the preceding paragraph, all outstanding Options shall
immediately become exercisable in full in the event that either (a) the
shareholders of the Corporation approve a dissolution or liquidation of the
Corporation or a sale of all or substantially all of the Corporation's assets to
another corporation, or (b) a tender within the meaning of Section 14 of the
Exchange Act is made for five percent (5%) or more of the Corporation's
outstanding Common Stock by any person other than the Corporation or any of its
Subsidiaries.
IX. TERMINATION OF EMPLOYMENT
Each Option Agreement shall set forth the extent to which the Optionee
shall have the right to exercise the Option following termination of employment
with Westamerica Bancorporation, and the right to exercise the Option of any
executors or administrators of the Optionee's estate or any person who has
acquired such Option(s) directly from the Optionee by bequest or inheritance.
Such provisions shall be determined in the sole discretion of the Committee,
need not be uniform among all Options issued pursuant to the Plan, and may
reflect distinctions based on the reasons for termination of employment.
X. NON-TRANSFERABILITY
Unless otherwise permitted by the Code and Section 16 of the Exchange Act
and the interpretive letters thereunder, no Option may be transferred by an
Optionee otherwise than by will or the laws of descent and distribution, and
each Option may be exercised, during the Optionee's lifetime, only by the
Optionee.
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XI. RESTRICTED PERFORMANCE SHARE GRANTS
1. The Committee shall also have the authority to award Restricted
Performance Share Grants pursuant to agreements with such terms and conditions
as it deems appropriate, consistent with the purposes of the Plan. In
determining whether or not to award a Grant to a particular individual, the
Committee shall consider the performance of Westamerica Bancorporation during
the prior year and such individual's performance during such year.
2. Such key Employees as shall be selected by the Committee in its sole
discretion (hereinafter the "Grant Participants") shall be eligible to receive
Grants hereunder.
3. The provisions of this Plan applicable to Options shall apply to Grants
where the context so permits and as necessary to carry out the purposes of the
Plan.
4. A Grant shall become vested, in full or in installments, upon
satisfaction of the conditions set forth in the Grant Agreement. The Committee
in its sole discretion shall determine when all or any installment of a Grant is
to vest and when a Grant is to expire or be terminated. Settlement of vested
Grants may be made in the form of cash or shares of Common Stock or any
combination of both, and may be made in a lump sum or installments. The actual
number of Grants eligible for settlement may be larger or smaller than the
number included in the Grant Agreement, based on predetermined performance
factors.
5. All outstanding Grants shall immediately be deemed to be fully vested
and the appropriate number of shares of Common Stock shall be issued to the
Grant Participants in the event that either (i) the shareholders of the
Corporation approve a dissolution or liquidation of the Corporation or a sale of
all or substantially all of the Corporation's assets to another corporation, or
(ii) a tender within the meaning of Section 14 of the Exchange Act is made for
five percent (5%) or more of the Corporation's outstanding Common Stock by any
person other than the Corporation or any of its Subsidiaries.
XII. ADJUSTMENTS UPON CHANGES IN STOCK
In the event that (a) each outstanding share of Common Stock (except shares
held by dissenting shareholders) shall be changed into or exchanged for a
different number or kinds of shares of stock or other securities of the
Corporation or of another corporation, whether through merger, consolidation,
reorganization, recapitalization or otherwise, or (b) a stock dividend is paid
to holders of Common Stock or a stock split or reverse stock split is effected,
then the Committee shall make appropriate and equitable adjustments and
substitutions for (i) the number and type of shares appropriated for purposes of
the Plan pursuant to Article III hereof but not yet covered by Awards, (ii) the
number and type of shares subject to each Award then outstanding, and (iii) the
exercise price of each Award then outstanding so that there will be no change in
the aggregate exercise price payable upon the exercise of such outstanding
Awards and so that an Award recipient does not receive additional benefits,
within the meaning of Section 424(a) of the Code.
XIII. RIGHTS AS AN OPTIONEE, STOCKHOLDER, OR EMPLOYEE
Nothing contained in the Plan, in any resolution adopted by the Board, in
any approval by the stockholders of the Corporation or in any action taken by
the Committee shall vest in any individual employed by the Corporation or by any
Subsidiary the right to receive any Award under the Plan. No person shall
acquire any rights as contemplated by or pursuant to the Plan unless and until a
written Option or Award Agreement shall have been duly executed on behalf of the
Corporation by such officer and officers as the Committee shall designate for
such purpose, delivered to the Optionee named therein, and executed by him. No
person shall have any rights as a stockholder with respect to any shares covered
by an Option until the date of the issuance of a stock certificate to the
Optionee for such shares. Nothing contained in the Plan shall confer, and each
Option or Award Agreement shall expressly provide that the granting of an Award
does not confer on any Employee any right to or guarantee of continued
employment by Westamerica Bancorporation, or in any way limit the right of
Westamerica Bancorporation to terminate the employment of any Employee at any
time and for any reason.
A-5
<PAGE>
XIV. OTHER PROVISIONS
Notwithstanding the express provisions of the Plan, any Option may be
granted on such additional or more restrictive terms as the Committee shall deem
advisable consistent with the Plan.
XV. REGISTRATION AND RESALE
The Plan, the shares of Common Stock subject thereto, and the Awards
granted thereunder may, in the discretion of the Board, be registered under the
Securities Act of 1933, as amended, or under the securities laws of any state.
As a condition to the grant of any Award under the Plan or the issuance of
shares of Common Stock upon the exercise thereof, the Committee may require that
the Employee agree to comply with such provisions of Federal and State
securities laws as may be applicable to such grant or issuance or the sale of
shares acquired thereby and deliver to the Corporation a written agreement in
form and substance satisfactory to the Corporation and its counsel implementing
such agreement.
XVI. EFFECTIVE DATE, TERM AND SHAREHOLDER APPROVAL
The Plan shall become effective upon approval by the stockholders of the
Corporation and shall remain in effect until April 24, 2005, unless it is sooner
terminated by the Board. In any event the Plan shall terminate no later than
April 24, 2005, and no Awards may be granted under the Plan thereafter.
XVII. AMENDMENT OF PLAN
The Board may at any time in its discretion terminate, suspend, revise,
modify or amend the Plan in any manner whatsoever. An amendment of the Plan
shall be subject to the approval of the stockholders of the Corporation only to
the extent required by applicable laws, regulations or rules.
XVIII. TAXES
As a condition to the exercise of an Award, the Employee shall make such
arrangements as the Committee may require for the satisfaction of any federal,
state or local tax obligations that may arise in connection with such exercise.
The Employee shall also make such arrangements as the Committee may require for
the satisfaction of any federal, state or local tax obligations that may arise
in connection with the disposition of Shares acquired by exercising an Award.
Such arrangements may include share withholding or the delivery of previously
owned shares of Common Stock in accordance with the Committee's rules.
This Plan is adopted this 25th day of April, 1995.
WESTAMERICA BANCORPORATION
By
----------------------------------------
Name
Its
----------------------------------------
Title
A-6
<PAGE>
APPENDIX B
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 25, 1995
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 Tuesday, April
25, 1995 and any postponement or adjournment thereof.
P These confidential voting instructions to the Trustee, when
properly executed, will be voted as directed herein by the undersigned
R shareholder. If no direction is indicated, the Trustee will vote all
of the shares you are entitled to instruct in the same proportion
O as to which instructions for other shares have been received. The
Trustee may vote according to its discretion on any other matter
X which may properly come before the meeting.
Y 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>
Please mark
/ X / your votes
-------- as this
COMMON
THE BOARD OF DIRECTORS RECOMMENDS A THE BOARD OF DIRECTORS RECOMMENDS
VOTE FOR ITEMS 1, 2, 3 AND 4. A VOTE AGAINST ITEM 5.
WITHHELD
FOR FOR ALL FOR AGAINST ABSTAIN
Item 1--ELECTION OF DIRECTORS / / / / Item 3-- / / / / / /
Etta Allen, Louis E. APPROVAL OF
Bartolini, Charles I. 1995 STOCK OPTION PLAN.
Daniels, Jr., Don Emerson,
Emerson, Arthur C. Latno, Jr., Item 4-- / / / / / /
Patrick D. Lynch, Catherine C. APPROVAL OF
MacMillan, Dwight H. Murray, Jr., AUDITORS.
Ronald A. Nelson, Carl R. Otto,
David L. Payne, Edward B. Item 5-- / / / / / /
Sylvester SHAREHOLDERS'
PROPOSAL CONCERNING CHANGING
WITHHELD FOR: (Write that nominee's name METHOD OF COMPENSATION
in the space provided below). FOR DIRECTORS.
- ------------------------------------------ I PLAN TO ATTEND MEETING / /
FOR AGAINST ABSTAIN If you check this box to the
Item 2--APPROVAL OF / / / / / / right an admission card will
AMENDMENT be sent to you.
OF RESTATED
ARTICLES OF I have made an address / /
INCORPORATION. change or comment on the
reverse side of this proxy.
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.
FOLD AND DETACH HERE
WESTAMERICA BANCORPORATION LOGO
March 21, 1995
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 Tuesday,
April 25, 1995 (the "Meeting"). 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, 1994, and your pro rata share of any unallocated shares held by the
Plan as of March 1, 1995.
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 five proposals to be voted on by the
shareholders of Westamerica Bancorporation at the Meeting. The Board of
Directors of Westamerica Bancorporation recommends a vote FOR PROPOSALS 1, 2, 3
AND 4 and AGAINST PROPOSAL 5. 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 18, 1995, 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,
Mary Anne Bell
Assistant Corporate Secretary
<PAGE>
APPENDIX C
WESTAMERICA BANCORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
WESTAMERICA BANCORPORATION
FOR THE ANNUAL MEETING OF SHAREHOLDERS ON APRIL 25, 1995
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 Tuesday, April 25, 1995, upon the
matters set forth on the reverse side of this Proxy 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
P come before the meeting.
R This Proxy, when properly executed, will be voted as directed
herein by the undersigned shareholder. If no direction is indicated,
O this Proxy will be voted FOR all nominees, FOR Items 2, 3 and 4 and
AGAINST Item 5.
X
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY PROMPTLY, USING THE
Y ENCLOSED ENVELOPE.
- ----------------------------------------
COMMENTS/ADDRESS CHANGE: |
| (Continued and to be signed
| on other side)
|
<PAGE>
Please mark
/X/ your votes
-------- ---------------------------- as this
COMMON DIVIDEND REINVESTMENT SHARES
THE BOARD OF DIRECTORS RECOMMENDS A THE BOARD OF DIRECTORS RECOMMENDS
VOTE FOR ITEMS 1, 2, 3 AND 4. A VOTE AGAINST ITEM 5.
WITHHELD
FOR FOR ALL FOR AGAINST ABSTAIN
Item 1--ELECTION OF DIRECTORS / / / / Item 3-- / / / / / /
Etta Allen, Louis E. APPROVAL OF
Bartolini, Charles I. 1995 STOCK OPTION PLAN.
Daniels, Jr., Don Emerson,
Emerson, Arthur C. Latno, Jr., Item 4-- / / / / / /
Patrick D. Lynch, Catherine C. APPROVAL OF
MacMillan, Dwight H. Murray, Jr., AUDITORS.
Ronald A. Nelson, Carl R. Otto,
David L. Payne, Edward B. Item 5-- / / / / / /
Sylvester SHAREHOLDERS'
PROPOSAL CONCERNING CHANGING
WITHHELD FOR: (Write that nominee's name METHOD OF COMPENSATION
in the space provided below). FOR DIRECTORS.
- ------------------------------------------ I PLAN TO ATTEND MEETING / /
FOR AGAINST ABSTAIN If you check this box to the
Item 2--APPROVAL OF / / / / / / right an admission card will
AMENDMENT be sent to you.
OF RESTATED
ARTICLES OF Discontinue mailing Annual / /
INCORPORATION. Report Subject to Proxy
Regulations
I have made an address / /
change or comment on the
reverse side of this proxy.
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.
FOLD AND DETACH HERE
MEETING TICKET REQUEST INSTRUCTIONS
WESTAMERICA BANCORPORATION
ANNUAL MEETING OF SHAREHOLDERS
7:30 P.M., TUESDAY, APRIL 25, 1995
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.
- --------------------------------------------------------------------------------
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
SHAREHOLDER/GUEST
This is your ticket for the Westamerica Bancorporation Annual Meeting of
Shareholders, 7:30 P.M., Tuesday, April 25, 1995, at the Showcase Theatre, Marin
Center, San Rafael, California. With your ticket you can bypass the registration
process and go directly into the meeting.
Only shareholders of record as of March 1, 1995, or their proxies, may address
the meeting.
Thank you for your interest in Westamerica Bancorporation. We look forward to
seeing you on April 25th.
ADMITS TWO
Please indicate number attending _________
<PAGE>
M WESTAMERICA BANCORPORATION
E c/o CHEMICAL TRUST COMPANY OF CALIFORNIA
E PROXY TALLY DEPARTMENT
T CHURCH STREET STATION
I POST OFFICE BOX 24871
N NEW YORK, NY 10242-4871
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