SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ______________)
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/ / Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
Westamerica Bancorporation
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Westamerica Bancorporation
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) or Schedule 14A
/ / $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.
(1) Title of each class of securities to which transactions applies:
- ----------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- ----------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
- ----------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- ----------------------------------------------------------------------------
(5) Total fee paid:
- ----------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / 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 statement
number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
- ----------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing party:
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(4) Date filed:
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<PAGE>
WESTAMERICA BANCORPORATION
[LOGO GOES HERE]
1108 FIFTH AVENUE
SAN RAFAEL, CALIFORNIA 94901
March 20, 1996
To Our Shareholders:
The Annual Meeting of Shareholders of Westamerica Bancorporation will be held
at 7:30 p.m. on Tuesday, April 23, 1996, 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 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.
Sincerely,
/S/ DAVID L. PAYNE
DAVID L. PAYNE
Chairman of the Board
<PAGE>
WESTAMERICA BANCORPORATION
1108 FIFTH AVENUE
SAN RAFAEL, CALIFORNIA 94901
----------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS--APRIL 23, 1996
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 23, 1996, at 7:30 p.m.
for the purpose of:
1. Electing 12 directors;
2. Approving the selection of independent auditors for 1996;
3. Consideration of a shareholder proposal to change the method of
compensating the members who serve on the Board of Directors; and
4. Transacting such other business as may properly come before the Annual
Meeting.
Shareholders of record at the close of business on March 1, 1996, 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.
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, 1995 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
/S/ MARY ANNE BELL
Mary Anne Bell
Acting Secretary
Dated: March 20, 1996
- --------------------------------------------------------------------------------
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 ....................................... 3
EXECUTIVE OFFICERS ............................................. 5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT .................................................... 5
EXECUTIVE COMPENSATION ......................................... 8
RETIREMENT BENEFITS AND OTHER ARRANGEMENTS ..................... 10
BOARD COMPENSATION COMMITTEE REPORT ............................ 11
STOCK PERFORMANCE CHART ........................................ 13
APPROVAL OF AUDITORS ........................................... 13
SHAREHOLDER PROPOSAL ........................................... 14
OTHER MATTERS .................................................. 15
<PAGE>
WESTAMERICA BANCORPORATION
1108 FIFTH AVENUE
SAN RAFAEL, CALIFORNIA 94901
----------
PROXY STATEMENT
March 20, 1996
----------
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 23, 1996, 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 20, 1996.
Voting Rights and Vote Required. Shareholders of record of the Corporation's
Common Stock at the close of business on March 1, 1996, the record date, are
entitled to vote at the Meeting. On that date, 9,791,109 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 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 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 selection of independent auditors for 1996 and the
consideration of a shareholder 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.
1
<PAGE>
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 19, 1996.
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.
<TABLE>
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.
<CAPTION>
DIRECTOR
NAME OF NOMINEE PRINCIPAL OCCUPATION SINCE
- ---------------------------- ----------------------------------------------------------- ----------
<S> <C> <C>
Etta Allen ..................Mrs. Allen, born in 1929, is president and owner of Allen
Heating and Sheet Metal of Greenbrae. 1988
Louis E. Bartolini ..........Mr. Bartolini, born in 1932, retired in 1988 as a vice
president and financial consultant with Merrill Lynch,
Pierce, Fenner & Smith, Inc. 1991
Charles I. Daniels, Jr. ....Mr. Daniels, born in 1926, is president and owner of House
of Daniels, Inc., of Novato, a beverage distribution firm. 1989
Don Emerson .................Mr. Emerson, born in 1928, was president of Calso Company.
He presently devotes his time to personal investments. 1979
Arthur C. Latno, Jr. ........Mr. Latno, born in 1929, was an Executive Vice President
for Pacific Telesis Group (formerly Pacific Telephone Co.).
Mr. Latno retired from that company in November of 1992. 1985
Patrick D. Lynch ............Mr. Lynch, born in 1933, is a consultant and director for
several high technology firms. 1986
Catherine Cope MacMillan ...Ms. MacMillan, born in 1947, is president and owner of The
Firehouse Restaurant in Sacramento. 1985
Dwight H. Murray, Jr., M.D. Dr. Murray, born in 1927, is a self-employed vascular
general surgeon and is an Associate Clinical Professor of
Surgery at University of California at San Francisco. 1993
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR
NAME OF NOMINEE PRINCIPAL OCCUPATION SINCE
- ---------------------------- ----------------------------------------------------------- ----------
<S> <C> <C>
Ronald A. Nelson ............Mr. Nelson, born in 1942, was vice president of Charles M.
Schulz Creative Associates, a general partner in various
Schulz partnerships and trustee for various Schulz trusts
and the Schulz foundation. He now devotes his time to
personal investments. 1988
Carl R. Otto ................Mr. Otto, born in 1946, is the President and Chief
Executive Officer of John F. Otto, Inc., a general
contracting firm in Sacramento. 1992
David L. Payne ..............Mr. Payne, born in 1955, is the Chairman of the Board,
President and Chief Executive Officer of the Corporation.
Mr. Payne 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. 1984
Edward B. Sylvester .........Mr. Sylvester, born in 1936, is the owner of Sylvester
Engineering, Inc., a civil engineering and planning firm. 1979
</TABLE>
CERTAIN INFORMATION ABOUT THE BOARD OF DIRECTORS
AND CERTAIN COMMITTEES OF THE BOARD
The Board held a total of 13 meetings during 1995. 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 1995.
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 6 meetings in 1995.
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 5 meetings in 1995.
3
<PAGE>
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 did not meet in 1995.
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 1995.
Directors' Fees. During 1995, directors of the Corporation and Westamerica
Bank ("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 1995, 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.
4
<PAGE>
EXECUTIVE OFFICERS
<TABLE>
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:
<CAPTION>
HELD
NAME OF EXECUTIVE POSITION SINCE
- ------------------- --------------------------------------------------------- -------
<S> <C> <C>
James M. Barnes ...MR. BARNES, born in 1953, is Executive Vice President and
Chief Financial Officer for the Corporation. 1985
E. Joseph Bowler ..Mr. Bowler, born in 1936, is Senior Vice President and
Treasurer for the Corporation. 1980
Robert W. Entwisle Mr. Entwisle, born in 1947, is Senior Vice President in
charge of the Banking Division of WAB. 1986
Evan N. Fricker ...Mr. Fricker, born in 1938, is Vice President and General
Auditor for the Corporation. 1983
Charles L. Fritz ..Mr. Fritz, born in 1936, is Executive Vice President and
Chief Credit Officer of the Corporation. 1988
Dennis R. Hansen ..Mr. Hansen, born in 1950, is Senior Vice President and
Controller for the Corporation. 1978
Thomas S. Lenz .....Mr. Lenz, born in 1937, is Senior Vice President and
Chief Credit Administrator of WAB. 1989
Mr. Tjian, born in 1939, is Senior Vice President and
Hans T. Y. Tjian ..Manager of the Operations and Systems Administration
Division of WAB. 1989
</TABLE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners. To the best knowledge of the
Corporation, as of February 1, 1996, no person or entity was the beneficial
owner of more than 5% of the Corporation's outstanding shares. 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, 1996.
5
<PAGE>
<TABLE>
Security Ownership of Directors and Management. The following table shows the
number of common shares and the percentage of the common 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,
1996.
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
-----------------------------------------------------
RIGHT TO
SOLE SHARED ACQUIRE WITHIN
VOTING AND VOTING AND 60 DAYS OF PERCENT OF
INVESTMENT INVESTMENT FEBRUARY 1, SHARES OF
NAME POWER POWER 1996(1) TOTAL(2) CLASS(3)
---- ------------ ------------ ----------------- --------- ------------
<S> <C> <C> <C> <C> <C>
Etta Allen(4) ................. 3,553 3,553 *
Louis E. Bartolini(5) ......... 600 600 *
Charles I. Daniels, Jr. ...... 686 686 *
Don Emerson ................... 21,475 21,475 *
Arthur C. Latno, Jr.(6) ...... 1,043 1,043 *
Patrick D. Lynch .............. 500 500 *
Catherine C. MacMillan ........ 500 500 *
Dwight H. Murray, Jr.(7) ..... 59,925 59,925 *
Ronald A. Nelson(8) ........... 12,000 12,000 *
Carl R. Otto .................. 2,000 2,000 *
David L. Payne(9) ............. 194,309 3,642 66,433 264,384 2.84%
Edward B. Sylvester(10) ...... 27,336 27,336 *
James M. Barnes ............... 14,005 3,390 34,366 51,761 *
Robert W. Entwisle(11) ........ 6,899 2,340 23,716 32,955 *
Hans T. Y. Tjian(12) .......... 18,689 3,566 24,700 46,955 *
Charles L. Fritz(13) .......... 16,560 3,503 16,900 36,963 *
All 20 Directors and Executive
Officers as a Group .......... 415,693 34,552 207,628 657,873 6.97%
<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, 1996.
(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 3,450 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 1,704 shares owned by Dr. Murray's wife, 406 shares owned by Dr.
Murray's wife as custodian for their grandchildren and 9,294 shares owned
in joint tenancy by Dr. Murray's wife and his father-in-law, as to all of
which Dr. Murray disclaims beneficial ownership.
(8) Includes 2,000 shares held in a trust, as to which Mr. Nelson is co-trustee
with sole voting and investment power.
(9) 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.
(10) Includes 58 shares owned jointly by Mr. Sylvester's wife, with her mother
and her sister, as to which Mr. Sylvester disclaims beneficial ownership.
(11) Includes 6,589 shares held in a trust, as to which Mr. Entwisle is
co-trustee with sole voting and investment power.
(12) Held in a trust, as to which Mr. Tjian is co-trustee with sole voting
and investment power.
(13) Includes 1,300 shares owned by Mr. Fritz's wife, as to which Mr. Fritz
disclaims beneficial ownership.
</FN>
</TABLE>
6
<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, 1995, the
Corporation was in compliance with all Section 16(a) filing requirements
applicable to its officers, directors and 10% shareholders.
7
<PAGE>
EXECUTIVE COMPENSATION
<TABLE>
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 1995, 1994 and 1993:
SUMMARY COMPENSATION TABLE
<CAPTION>
ALL OTHER
COMPENSA-
ANNUAL COMPENSATION LONG-TERM COMPENSATION TION(4)
-------------------------------------- ------------------------- -----------
NAME AND RESTRICTED SECURITIES
PRINCIPAL STOCK UNDERLYING
POSITION YEAR SALARY BONUS(1) OTHER(2) AWARDS(3) OPTIONS(3)
---------- ------ ---------- ---------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
David L. Payne, 1995 $272,016 $232,800 $ 3,174 $281,400 24,600 $12,291
CEO 1994 272,016 200,000 2,379 174,038 27,050 8,367
1993 260,016 190,000 12,836 187,425 13,000 7,088
James M. Barnes, 1995 $149,040 $115,200 $12,847 $100,500 5,900 $ 9,000
EVP & CFO 1994 149,040 102,400 12,777 60,775 6,450 3,750
1993 149,040 100,600 12,508 72,275 4,650 4,497
Robert W. Entwisle, 1995 $134,280 $ 70,000 $15,179 $ 90,450 5,300 $12,142
SVP 1994 134,280 62,600 15,937 55,250 5,850 6,369
1993 134,280 68,500 15,839 64,925 4,200 6,216
Hans T. Y. Tjian, 1995 $130,008 $ 66,800 $15,405 $ 82,075 4,800 $ 9,000
SVP 1994 130,008 66,600 16,230 44,200 5,250 3,750
1993 130,008 65,700 14,714 58,800 3,800 4,497
Charles L. Fritz, 1995 $120,960 $ 59,800 $15,260 $ 82,075 4,800 $ 9,000
EVP & CCO 1994 120,960 57,800 15,004 49,725 5,250 3,750
1993 120,942 56,500 13,728 58,800 3,800 8,069
<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
1995, 1994 and 1993.
(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. As with all outstanding shares of common stock, dividends are
paid on vested restricted performance shares. At December 31, 1995 these
individuals held the following unvested restricted performance shares with
the following fair market values, based on a price of $43.25 per share:
Payne (25,450 shares valued at $1,100,713); Barnes (9,850 shares valued at
$426,013); Entwisle (8,850 shares valued at $382,763); Tjian (8,000 shares
valued at $346,000); and Fritz (8,000 shares valued at $346,000). The
following table sets forth the restricted performance share grants which
were made on the following dates to the named individuals:
</FN>
</TABLE>
<TABLE>
<CAPTION>
JANUARY 27, 1993 JANUARY 26, 1994 JANUARY 26, 1995
MARKET PRICE: $24.50/SHARE MARKET PRICE: $28.50/SHARE MARKET PRICE: $30.75/SHARE
-------------------------- -------------------------- --------------------------
<S> <C> <C> <C>
Payne 7,650 9,350 8,450
Barnes 2,950 3,600 3,300
Entwisle 2,650 3,250 2,950
Tjian 2,400 2,950 2,650
Fritz 2,400 2,950 2,650
<FN>
(4) Includes 1995 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
$9,000 each.
</FN>
</TABLE>
8
<PAGE>
<TABLE>
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, 1995. All of these grants were made on January
25, 1995, based on achievement of 1994 corporate performance objectives.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<CAPTION>
NUMBER PERCENT
OF SECURITIES OF TOTAL GRANT
UNDERLYING OPTIONS GRANTED DATE
OPTIONS TO ALL EMPLOYEES EXERCISE EXPIRATION PRESENT
NAME GRANTED(1) IN FISCAL YEAR PRICE DATE VALUE(2)
- ---- --------------- ---------------- ---------- ---------------- ----------
<S> <C> <C> <C> <C> <C>
David L. Payne ... 24,600 21% $30.75 January 25, 2005 $308,730
James M. Barnes .. 5,900 5% $30.75 January 25, 2005 $ 74,045
Robert W. Entwisle 5,300 5% $30.75 January 25, 2005 $ 66,515
Hans T. Y. Tjian . 4,800 4% $30.75 January 25, 2005 $ 60,240
Charles L. Fritz . 4,800 4% $30.75 January 25, 2005 $ 60,240
<FN>
- ----------
(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
11.5% annual dividend growth, a risk-free rate equal to the ten-year U.S.
Treasury yield of 5.61%, volatility of 20% and a ten-year maturity, was used
to derive the per share option value of $12.55.
</FN>
</TABLE>
<TABLE>
The following table sets forth the stock options or SARs exercised in 1995
and the December 31, 1995 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/SAR EXERCISES IN LAST FISCAL YEAR AND
DECEMBER 31, 1995 VALUES
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT IN-THE-MONEY OPTIONS/SARS
SHARES DECEMBER 31, 1995 AT DECEMBER 31, 1995(1)
ACQUIRED VALUE ----------------------------- -----------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------- ---------- ------------- --------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
David L. Payne ... 0 -- 37,232 46,968 $795,597 $662,699
James M. Barnes .. 19,892 $448,834 30,698 11,750 $754,081 $168,130
Robert W. Entwisle 525 $ 13,847 22,925 10,600 $498,705 $151,741
Hans T. Y. Tjian . 0 -- 17,683 9,567 $412,951 $136,921
Charles L. Fritz . 0 -- 9,833 9,567 $216,001 $136,921
<FN>
- ----------
(1) Fair market value of the Corporation's Common Stock was $43.25 per share on
December 31, 1995.
</FN>
</TABLE>
9
<PAGE>
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 1995.
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 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 1995 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. Benefits are not
subject to deduction for social security or other offset amounts.
Messrs. Payne, Barnes, Entwisle, Tjian and Fritz have six, ten, fifteen, six
and seven 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 that their terms are
automatically extended for one additional month upon completion of each
additional month of employment, unless WAB gives Mr. Barnes or Mr. Entwisle two
or one years', respectively, notice of intent to terminate.
Each of Mr. Barnes and Mr. Entwisle is entitled to (i) receive a car
allowance of $1,000 per month; (ii) participate in WAB's executive bonus plan;
(iii) participate in the Corporation's stock option plans; and (iv) vacation
leave. 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.
10
<PAGE>
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 Corporation's stock option plans; 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.
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 1995, which determined January 1996 cash
bonuses, option grants and restricted performance share grants, were to:
o successfully merge PV Financial, CapitolBank Sacramento and North Bay
Bancorp into the Corporation;
o reach target levels of return on equity, return on assets and earnings
per share;
o maintain credit quality measures at established levels;
o hold noninterest expenses below a specified level and maintain
satisfactory audit results; and
o improve assets per employee and revenues per employee to specified
levels.
Corporate performance measures for 1994, which determined January 1995 cash
bonuses, option grants and restricted performance share grants, were to:
o reach target levels of return on equity, return on assets and earnings
per share;
o maintain credit quality measures at established levels;
o hold noninterest expenses below a specified level and maintain
satisfactory audit results; and
o 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 1995 of $272,016 was established
at a level judged to be competitive with comparable positions at other financial
institutions. The Chief Executive Officer's $232,800 cash bonus earned in 1995
(included in the Summary Compensation Table listed above) and paid in January of
1996 was related 80% to the achievement of the 1995 corporate goals listed above
and 20% to achievement of individual management goals. Individual management
goals achieved in 1995 included satisfactory results from regulatory
examinations, satisfactory internal controls and satisfactory progress on
acquisitions. Compared to the 1995 corporate objectives listed above, the
Corporation:
o successfully completed three mergers;
11
<PAGE>
o exceeded its targeted profitability objectives;
o improved credit quality measures to better than established levels;
o outperformed noninterest expense and control goals; and
o improved efficiency measures to better than targeted levels.
The Chief Executive Officer's receipt, pursuant to the 1985 Stock Option
Plan, of 24,600 nonqualified stock options and 8,450 restricted performance
shares in January 1995 was related to achievement of the 1994 corporate
performance measures listed above. Compared to the 1994 corporate objectives
listed above, the Corporation:
o exceeded its targeted profitability goals;
o improved credit quality measures to better than established levels;
o outperformed noninterest expense and control goals; and
o fell short of low cost deposit growth goals and commercial loan goals.
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 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,
1996 were: Patrick D. Lynch, Chairman, Etta Allen, Don Emerson, Arthur C. Latno,
Jr., Catherine Cope MacMillan and Ronald A. Nelson.
12
<PAGE>
STOCK PERFORMANCE CHART((1))
(The following descriptive data is supplied in accordance with Rule 304(d) of
Regulation S-T)
Cumulative Total Return
-----------------------------------------------
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
Westamerica Bancorporation 100 128 156 183 204 303
Western Bank Monitor 100 109 119 143 148 212
S&P 500 Index 100 126 132 141 139 187
(1) Assumes $100 invested on December 31, 1990 in the Corporation's Common
Stock, the S&P 500 composite stock index and Montgomery Securities' index of
Western bank stocks, with reinvestment of dividends.
(2) Source: Montgomery Securities' Western Bank Monitor--Western Bank Monitor
Industry Proxy.
APPROVAL OF AUDITORS
The Board has selected KPMG Peat Marwick LLP as independent auditor for the
Corporation for the 1996 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.
13
<PAGE>
SHAREHOLDER PROPOSAL
SHAREHOLDER'S PROPOSAL TO CHANGE METHOD OF COMPENSATING THE DIRECTORS OF THE
CORPORATION
The Corporation has been advised that Mr. Emil Rossi, P.O. Box 249,
Boonville, California 95415 intends to present a proposal at the Meeting. Mr.
Rossi is the custodian of 400 shares of the Corporation's Common Stock held by a
minor under the Uniform Gift to Minors Act. The proposal and supporting
statement submitted by Mr. Rossi are quoted below. The Board opposes the
proposal for the reasons stated below.
SHAREHOLDER PROPOSAL
The shareholders of Westamerica Corporation [sic] request the Board of
Directors take the necessary steps to amend the company's governing instruments
to adopt the following:
Beginning on the 1997 Westamerica Corporation [sic] fiscal year all members
of the Board of Director shall be paid in shares of Westamerica and no other
compensation. These shares to be held until a director leaves the board.
SHAREHOLDER'S SUPPORTING STATEMENT
This proposal makes each board member wholly tied to the fortunes of the
company, as it should be. These are the people responsible for making sure the
company is on the right track. It is their responsibility to reward good
performance by the managers and to replace them if incompetent. Human nature
being what it is, the directors will only make the hard choices if they have a
substantial stake in the company and have to hold those shares for the long
term. A board member can always borrow money against their shares using the
shares as collateral, but they will still be tied to the companies [sic]
fortunes and that's how it should be. We hear from management we have to pay in
cash because some directors might need the money urgently and we could not get
successful people, if paid in stock. If they do not have enough money or could
not borrow the money for their every day living, they must not be very
successful and we do not need them. These people all have other sources of
income. This is a business not a charity.
BOARD OF DIRECTORS' STATEMENT IN OPPOSITION TO SHAREHOLDER PROPOSAL
The Board recommends that the shareholders vote AGAINST this proposal.
The Board agrees that the Corporation is a business and not a charity. The
Board believes the Stock Performance Chart on page 13 of this Proxy Statement
illustrates that the Board has successfully managed the Corporation with the
interests of the shareholders in mind. The Board believes the Corporation's
current compensation package for its directors encourages and mandates the type
of accountability that the shareholder desires. Moreover, well settled legal
standards concerning the duties of directors to manage the affairs of the
Corporation on a basis believed by them, in good faith, to be in the best
interests of the Corporation and its shareholders already provide the framework
for the proper performance of each director's duties.
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 believes it must provide compensation to its
directors commensurate 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 1995, each of the directors
of the Corporation received an annual retainer of $14,000. In addition, each
director received $1,000 for each meeting of the Board that he 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
14
<PAGE>
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 depending upon the number of committees a director is a member
of), 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 Mr. Rossi's proposal implies that the director's
existing interest in the Corporation is limited to receiving 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, 1996, beneficially owned in
the aggregate approximately 394,000 shares or 3.8% of the outstanding shares of
the Corporation's Common Stock 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 requiring a director to hold his or her shares until he or
she leaves the Board is an unnecessary restriction which does not increase a
director's commitment to the Corporation beyond the strong sense of commitment
which each director already possesses.
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
/s/ Mary Anne Bell
Mary Anne Bell
Acting Secretary
Dated: March 20, 1996
15
<PAGE>
APPENDIX A
PROXY WESTAMERICA BANCORPORATION PROXY
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 23, 1996
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 23, 1996 and
any postponement or adjournment thereof.
These confidential voting instructions to the Trustee, when properly
executed, will be voted as directed herein by the undersigned shareholder. IF NO
INSTRUCTIONS ARE RECEIVED, THE TRUSTEE WILL VOTE ALL OF THE SHARES FOR WHICH YOU
ARE ENTITLED TO PROVIDE INSTRUCTION IN THE SAME PROPORTION AS SHARES FOR WHICH
INSTRUCTIONS ARE RECEIVED. The Trustee may vote according to its discretion on
any other matter which may properly come before the meeting.
PLEASE MARK, SIGN, DATE AND MAIL THESE CONFIDENTIAL VOTING INSTRUCTIONS
PROMPTLY, USING THE ENCLOSED ENVELOPE.
(Continued, and to be signed on the other side)
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
The Board of Directors recommends a vote FOR items 1 and 2.
The Board of Directors recommends a vote AGAINST item 3.
FOR AGAINST ABSTAIN
Item 1--ELECTION OF DIRECTORS WITHOLD Item 2--APPROVAL OF AUDITORS. [ ] [ ] [ ]
Etta Allen, Louis E. Bartolini, FOR FOR ALL Item 3--SHAREHOLDER'S PROPOSAL [ ] [ ] [ ]
Charles I. Daniels, Jr., Don [ ] [ ] CONCERNING CHANGING
Emerson, Arthur C. Latno, Jr., METHOD OF COMPENSATION
Patrick D. Lynch, Catherine C. MacMillan, FOR DIRECTORS.
Dwight H. Murray, Jr., Ronald A. Nelson,
Carl R. Otto, David L. Payne, Edward B. Sylvester I PLAN TO ATTEND MEETING [ ]
If you check this box to the right
WITHHELD FOR: (Write that nominee's name in the an admission card will be sent to you.
space provided below).
- -------------------------------------------------
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 FILL TITLE AS SUCH.
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.
</TABLE>
WESTAMERICA
BANCORPORATION
March 20, 1996
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 23, 1996 (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, 1995, and your pro rata share of any
unallocated shares held by the Plan as of March 1, 1996.
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 three 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 AND 2
and AGAINST PROPOSAL 3. 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 16, 1996, it will vote all of the shares for which
you are entitled to provide instruction in the same proportion as shares for
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. Please instruct
the Trustee how to vote your shares. A return envelope is enclosed for your
convenience.
Sincerely yours,
/s/ Mary Anne Bell
Mary Anne Bell
Acting Secretary
<PAGE>
PROXY WESTAMERICA BANCORPORATION PROXY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
WESTAMERICA BANCORPORATION
FOR THE ANNUAL MEETING OF SHAREHOLDERS ON APRIL 23, 1996
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 23, 1996,
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.
This Proxy, when properly executed, will be voted as directed herein by
the undersigned shareholder. IF NO DIRECTION IS INDICATED, THIS PROXY WILL BE
VOTED FOR ALL NOMINEES, FOR ITEM 2 AND AGAINST ITEM 3.
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY PROMPTLY, USING
THE ENCLOSED ENVELOPE.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
The Board of Directors recommends a vote FOR items 1 and 2.
The Board of Directors recommencs a vote AGAINST item 3.
FOR AGAINST ABSTAIN
Item 1--ELECTION OF DIRECTORS WITHOLD Item 2--APPROVAL OF AUDITORS. [ ] [ ] [ ]
Etta Allen, Louis E. Bartolini, FOR FOR ALL Item 3--SHAREHOLDER'S PROPOSAL [ ] [ ] [ ]
Charles I. Daniels, Jr., Don [ ] [ ] CONCERNING CHANGING
Emerson, Arthur C. Latno, Jr., METHOD OF COMPENSATION
Patrick D. Lynch, Catherine C. MacMillan, FOR DIRECTORS.
Dwight H. Murray, Jr., Ronald A. Nelson,
Carl R. Otto, David L. Payne, Edward B. Sylvester I PLAN TO ATTEND MEETING [ ]
If you check this box to the right
WITHHELD FOR: (Write that nominee's name in the an admission card will be sent to you.
space provided below).
- ------------------------------------------------- Discontinue mailing Annual Report [ ]
subject to Proxy regulations.
I have made an address change [ ]
or comment on the reverse side of this Proxy.
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 FILL TITLE AS SUCH.
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.
</TABLE>
MEETING TICKET REQUEST INSTRUCTIONS
Westamerica Bancorporation
Annual Meeting of Shareholders
7:30 P.M., Tuesday, April 23, 1996
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 pre-addressed return envelope to Westamerica
Bancorporation, c/o Chemical Mellon Shareholder Services, Proxy Processing,
Church Street Station, P.O. Box 1520, New York, NY 10277-1520. 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
<PAGE>
S
H This is your ticket for the Westamerica Bancorporation Annual Meeting of
A Shareholders, 7:30 P.M., Tuesday, April 23, 1996, at the Showcase Theatre,
R Marin Center, San Rafael, California. With your ticket you can bypass the
E registration process and go directly into the meeting.
H
O Only shareholders of record as of March 1, 1996, or their proxies, may
L address the meeting.
D
E Thank you for your interest in Westamerica Bancorporation. We look forward
R to seeing you on April 23rd.
/
G
U ADMITS TWO
E
S Please indicate number attending
T -----------------
<PAGE>
M WESTAMERICA BANCORPORATION
E Attn: Corporate Secretary
E 1108 Fifth Avenue
T San Rafael, CA 94901
I
N
G
T
I
C
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E
T
