SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report: June 8, 1995
Commission File Number: 1-9383
WESTAMERICA BANCORPORATION
- --------------------------
(Exact name of registrant as specified in its charter)
CALIFORNIA
- ----------
(State of incorporation)
94-2156203
- ----------
(I.R.S Employer Identification Number)
1108 FIFTH AVENUE, SAN RAFAEL, CALIFORNIA 94901
- -----------------------------------------------
(Address of principal executive offices and zip code)
(415) 257-8000
- --------------
(Registrant's area code and telephone number)
Item 5. Other Events
On June 6, 1995, the merger of CapitolBank Sacramento, with
and into Westamerica Bancorporation (the "Company") became
effective as of the close of business. The merger, which
was announced on November 17, 1994 was approved by
CapitolBank Sacramento shareholders on March 9, 1995.
Federal Reserve Board approval was received on April 17,
1995 and California State Banking Department approval
occurred on June 2, 1995.
Under the terms of the merger, each share of CapitolBank
common stock will be exchanged for .0882 shares of the
Company's common stock. No gain or loss for tax purposes
will be recognized by CapitolBank shareholders, except with
respect to cash received in lieu of fractional shares.
Based on the closing price of the Company's common stock on
June 6, 1995, the acquisition would be valued at
approximately $13.4 million or $3.20 per CapitolBank share.
CapitolBank shareholders will also be eligible to receive
the Company's regularly scheduled quarterly dividend of
$0.20 per share of the Company's common stock, payable on
August 9, 1995. The merger will result in the issuance of
approximately 370,000 shares of the Company's common stock to
CapitolBank shareholders. At March 31, 1995 the Company had
9.2 million shares of common stock outstanding.
At March 31, 1995, the Company had total assets of
approximately $2.21 billion, shareholders' equity of
approximately $192 million and net income of approximately
$7.2 million year to date. At March 31, 1995, CapitolBank
Sacramento had approximately $127 million in assets, $116
million in deposits, $9.9 million in shareholders' equity
and net income of $300,000 year to date.
The combined company will operate as a multi-bank holding
company with approximately $2.3 billion in assets and 54
branches in 12 Northern California counties.
Item 7: Financial Statements and Exhibits
(c) Exhibits. The following is furnished in accordance
with the provisions of Item 601 of Regulation S-K.
(99) Press release dated June 7, 1995.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Westamerica Bancorporation
/s/ DENNIS R. HANSEN
- --------------------------
Dennis R. Hansen
Senior Vice President and
Controller
Date: June 8, 1995
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Page
- ----------- ----------- ------------
(99) Press release dated 3
June 7, 1995
EXHIBIT 99
PRESS RELEASE
For Immediate Release June 7, 1995
For additional information
Contact: James Barnes
Westamerica Bancorporation
415-257-8018
or
Randall Reynoso
Westamerica Bank - Sacramento
(916) 920-3996
WESTAMERICA BANCORPORATION
ACQUISITION OF CAPITOLBANK SACRAMENTO COMPLETED
San Rafael, CA -- Westamerica Bancorporation (NASDAQ:
WABC), parent company of Westamerica Bank, Napa Valley Bank
and Bank of Lake County, announced today that the proposed
acquisition of CapitolBank by Westamerica Bancorporation
was completed as of the close of business on Tuesday, June
6, 1995. The merger, which was announced November 17,
1994, was approved by CapitolBank Sacramento shareholders
on March 9, 1995. Federal Reserve Board approval was
received April 17, 1995. California State Banking
Department approval occurred on June 2, 1995.
Under terms of the Merger Agreement each share of
CapitolBank common stock will be exchanged for .0882 shares
of Westamerica common stock. No gain or loss for tax
purposes will be recognized by CapitolBank shareholders,
except with respect to cash received in lieu of fractional
shares. Based upon Westamerica's closing stock price on
June 6, 1995 the acquisition would be valued at
approximately $13.4 million or $3.20 per CapitolBank
share. CapitolBank shareholders will also be eligible to
receive Westamerica's regularly scheduled quarterly
dividend of $0.20 per share of Westamerica common stock,
payable on August 9, 1995. The merger will result in the
issuance of about 370,000 new shares of Westamerica common
stock to CapitolBank shareholders. At March 31, 1995
Westamerica had 9.2 million outstanding shares of common
stock.
As previously announced, at the close of business on
June 9, CapitolBank is expected to be merged into
Westamerica Bank. At that time CapitolBank's branch will
become Westamerica Bank's branch in downtown Sacramento.
At March 31, 1995, CapitolBank had total assets of
approximately $127 million and total shareholders equity of
$9.9 million.
Westamerica Bancorporation has also previously
announced the signing of an agreement to acquire North Bay
Bancorp, the parent company of Novato National Bank, which
operates two branches in Marin County and one branch in
Sonoma County, with assets totaling approximately $94
million at March 31, 1995. This acquisition is expected to
be consummated during the third quarter of 1995.
Including the CapitolBank merger, Westamerica
Bancorporation operates as a multi-bank holding company
with 54 branches in 12 Northern California counties.
Westamerica Bank, with $1.9 billion in assets at March 31,
1995, had 42 offices in nine Northern California counties.
Napa Valley Bank, with $276 million in assets, operates in
Napa County with 7 offices. Bank of Lake County, with 4
offices in Lake County, had $84 million in assets at March
31, 1995.
