SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 8-A/A
Amendment No. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WESTAMERICA BANCORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA
(State of incorporation or organization)
94-2156203
(IRS Employer
Identification No.)
1108 FIFTH AVENUE, SAN RAFAEL, CA
(Address of principal executive offices)
94901
(Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class
to be so registered
None
Name of each exchange on which
each class is to be registered
None
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General Instruction
A.(c)(1), please check the following box.
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the Securities
Act of 1933 pursuant to General Instruction A.(c)(2), please check the
following box.
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
Purchase Rights
(Title of Class)
This Amendment No. 2 amends and supplements the Form 8,
filed by Westamerica Bancorporation (the "Company") on September
29, 1989, relating to the registration of Common Stock Purchase
Rights.
Item 1. Description of Securities to be Registered.
On December 18, 1986, the Board of Directors of the Company
declared a dividend distribution of one Right for each
outstanding share of common stock, no par value (the "Common
Stock"), of the Company to shareholders of record at the close
of business on January 20, 1987 (the "Record Date").
The Rights Agreement, which provides the description and
terms of the Rights, was previously amended and restated on
September 28, 1989 and on May 25, 1992 the current Rights Agent,
Chemical Trust Company of California, replaced the original
Rights Agent. On March 23, 1995, the Company and Chemical Trust
Company of California as Rights Agent, amended and restated the
Rights Agreement (referred to herein, as amended and restated,
as the "Amended and Restated Rights Agreement"). A summary of
the Amended and Restated Rights Agreement is set forth below.
Except as set forth below, each Right, when exercisable,
entitles the registered holder to purchase from the Company one
share of Common Stock, at a price of $65 per share (the "Pur-
chase Price"), subject to adjustment. The Rights are not
exercisable until the Distribution Date (as defined below).
The Rights are currently attached to all Common Stock
certificates representing shares outstanding, and no separate
Right Certificates will be distributed until the earlier to
occur of (i) a public announcement that, without the prior con-
sent of the Company, a Person or group of affiliated or associ-
ated Persons (an "Acquiring Person") has acquired, or obtained
the right to acquire, beneficial ownership of securities having
15% or more of the voting power of all outstanding voting secur-
ities of the Company, or (ii) ten days (unless such date is
extended by the Board of Directors) following the commencement
of (or a public announcement of an intention to make) a tender
offer or exchange offer which would result in any Person or
group of related Persons becoming an Acquiring Person (the
earlier of such dates being called the "Distribution Date").
Until the Distribution Date the Rights will be evidenced, with
respect to any of the Common Stock certificates outstanding as
of the Record Date, by such Common Stock certificate together
with this Amended and Restated Summary of Rights. The Amended
and Restated Rights Agreement provides that, until the Distribu-
tion Date, the Rights will be transferred with and only with
Common Stock certificates.
From as soon as practicable after the Record Date and until
the Distribution Date (or earlier redemption or expiration of
the Rights), new Common Stock certificates issued after the
Record Date upon transfer or new issuance of the Common Stock
will contain a notation incorporating the Amended and Restated
Rights Agreement by reference. Until the Distribution Date (or
earlier redemption or expiration of the Rights), the surrender
for transfer of any certificates for Common Stock outstanding as
of the Record Date (with or without this Amended and Restated
Summary of Rights attached) will also constitute the transfer of
the Rights associated with the Common Stock represented by such
certificate. As soon as practicable following the Distribution
Date, separate certificates evidencing the Rights ("Rights Cer-
tificates") will be mailed to holders of record of the Common
Stock as of the close of business on the Distribution Date, and
the separate Rights Certificates alone will evidence the Rights.
The Rights will expire on the earliest of (i) December 31,
1999, (ii) consummation of a merger transaction with a Person or
group who acquired Common Stock pursuant to a Permitted Offer
(as defined below), and is offering in the merger the same price
per share and form of consideration paid in the Permitted Offer,
or (iii) redemption or exchange of the Rights by the Company as
described below.
The Purchase Price payable, and the number of shares of the
Common Stock or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend
on, or a subdivision, combination or reclassification of the
Common Stock, (ii) upon the grant to holders of the Common Stock
of certain rights or warrants to subscribe for Common Stock,
certain convertible securities or securities having the same or
more favorable rights, privileges and preferences as the Common
Stock at less than the current market price of the Common Stock
or (iii) upon the distribution to holders of the Common Stock of
evidences of indebtedness or assets (excluding regular quarterly
cash dividends out of earnings or retained earnings and divi-
dends payable in Common Stock) or of subscription rights or
warrants (other than those referred to above).
In the event that, after the first date of public announce-
ment by the Company or an Acquiring Person that an Acquiring
Person has become such, (i) the Company is acquired in a merger
or other business combination transaction in which the Common
Stock is exchanged or changed, (ii) any bank subsidiary of the
Company is involved in a merger or other business combination
transaction or (iii) 50% or more of its assets or earning power
are sold (in one transaction or a series of transactions),
proper provision shall be made so that each holder of a Right
(other than such Acquiring Person) shall thereafter have the
right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common
stock of the surviving or resulting Person in the merger or
business combination transaction or the Person acquiring the
greatest portion of the assets, as appropriate, or, in either
case, its publicly traded parent company or affiliate, which at
the time of such transaction would have a market value of two
times the exercise price of the Right (such right being called
the "Merger Right").
In the event that a Person becomes the beneficial owner of
securities having 15% or more of the voting power of all then
outstanding voting securities of the Company (unless pursuant to
a tender offer or exchange offer for all outstanding shares of
Common Stock at a price and on terms determined by at least a
majority of the members of the Board of Directors who are not
officers of the Company to be both adequate and otherwise in the
best interests of the Company and its stockholders (a "Permitted
Offer")), proper provision shall be made so that each holder of
a Right will for a 60-day period thereafter have the right to
receive upon exercise that number of shares of Common Stock
having a market value of two times the exercise price of the
Right, to the extent available, and then (after all authorized
and unreserved shares of Common Stock have been issued) a common
stock equivalent (such as Preferred Stock or another equity
security with at least the same economic value as the Common
Stock) having a market value of two times the exercise price of
the Right, with Common Stock to the extent available being
issued first (such right being called the "Subscription Right").
The holder of a Right will continue to have the Merger Right
whether or not such holder exercises the Subscription Right.
Upon the occurrence of any of the events giving rise to the
exercisability of the Merger Right or the Subscription Right,
any Rights that are or were at any time after the Distribution
Date owned by an Acquiring Person shall immediately become null
and void.
With certain exceptions, no adjustments in the Purchase
Price will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. No fractions
of shares will be issued and, in lieu thereof, an adjustment in
cash will be made based on the market price of the Common Stock
on the last trading date prior to the date of exercise.
At any time prior to the earlier to occur of (i) a Person
becoming an Acquiring Person or (ii) the expiration of the
Rights, the Company may redeem the Rights in whole, but not in
part, at a price of $.05 per Right (the "Redemption Price"),
which redemption shall be effective upon the action of the Board
of Directors. Additionally, the Company may thereafter redeem
the then outstanding Rights in whole, but not in part, at the
Redemption Price (i) provided that such redemption is incidental
to a merger or other business combination transaction or series
of transactions involving the Company but not involving an
Acquiring Person or certain related Persons or (ii) following an
event giving rise to, and the expiration of the exercise period
for, the Subscription Right if and for as long as an Acquiring
Person beneficially owns securities representing less than 15%
of the voting power of the Company's voting securities and at
the time of redemption there are no other persons who are
Acquiring Persons. The redemption of Rights described in the
preceding sentence shall be effective only as of such time when
the Subscription Right is not exercisable, and in any event,
only after 10 Business Days' prior notice.
Subject to applicable law, the Board of Directors, at its
option, may at any time after a Person becomes an Acquiring
Person (but not after the acquisition by such Person of 50% or
more of the outstanding Common Stock), exchange all or part of
the then outstanding and exercisable rights (except for Rights
which have become void) for shares of Common Stock equivalent to
one share of Common Stock per Right or, alternatively, for
substitute consideration consisting of cash, securities of the
Company or other assets (or any combination thereof).
Fractional shares of Common Stock are not required to be
issued upon exercise of the Rights, and the Company may elect to
distribute depositary receipts in lieu of such fractional
shares. In lieu of fractional shares an adjustment in cash may
be made based on the market price of the Common Stock on the
last trading date prior to the date of exercise.
Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends.
Item 2. Exhibits.
9 Form of Amended and Restated Rights Agreement
dated as of March 23, 1995 between Westamerica
Bancorporation and Chemical Trust Company of
California which includes as Exhibit A the form
of Rights Certificate. Pursuant to the Rights
Agreement, Rights Certificates will not be mailed
until the earlier to occur of (i) a public
announcement that, without the prior consent of
the Company, a person or a group of affiliated or
associated persons (an "Acquiring Person") has
acquired or obtained the right to acquire
beneficial ownership of securities having 15% or
more of the voting power of all outstanding
voting securities of the Company, or (ii) ten
days following the commencement of (or a public
announcement of an intention to make) a tender
offer or exchange offer which would result in any
person or group of related persons becoming an
Acquiring Person.
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this amendment to registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
March 31, 1995
WESTAMERICA BANCORPORATION
By
David L. Payne
President and
Chief Executive Officer
EXHIBIT INDEX
EXHIBIT
PAGE 9
Form of Amended and Restated Rights Agree-
ment dated as of March 23, 1995 between
Westamerica Bancorporation and Chemical
Trust Company of California which includes
as Exhibit A the form of Rights Certificate.
