SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1995
A. Full title of the Plan:
WESTAMERICA BANCORPORATION
TAX DEFERRED SAVINGS/RETIREMENT PLAN (ESOP)
The address of the Plan is the
same as the address of the issuer.
B. Name of Issuer of the securities held
pursuant to the Plan and the address
of its principal executive office:
WESTAMERICA BANCORPORATION
1108 Fifth Avenue
San Rafael, CA 94901
<PAGE>
This plan is subject to Employee Retirement Income Security Act of 1974.
INDEX TO THE FINANCIAL STATEMENTS
Independent Auditors' Report
Statements of Net Assets Available for Plan Benefits
December 31, 1995 and 1994
Statements of Changes in Net Assets Available for Plan Benefits
for the Years Ended December 31, 1995 and 1994
Notes to Financial Statements
Schedule I - Schedule of Assets Held for Investment Purposes
December 31, 1995 and 1994
Schedule II - Statements of Transactions Involving More Than Five
Percent of Plan Assets for the Years Ended December 31,
1995 and 1994
Schedule III - Allocation of Net Assets Available for Plan Benefits to
Investment Programs -December 31, 1995 and 1994
Schedule IV - Allocation of Changes in Net Assets Available for Plan
Benefits to Investment Programs for the Years Ended
December 31, 1995 and 1994
Independent Auditors' Consent
Duly Authorized Signature
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Administrators of
Westamerica Bancorporation Tax Deferred
Savings/Retirement Plan (ESOP)
San Rafael, California
We have audited the accompanying statements of net assets available for
plan benefits of Westamerica Bancorporation Tax Deferred
Savings/Retirement Plan (ESOP) as of December 31, 1995 and 1994, and the
related statements of changes in net assets available for plan benefits
for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the financial statements
are free from material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and the disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and the significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits
of the Plan as of December 31, 1995 and 1994, and the changes in net
assets available for plan benefits for the years then ended in
conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplementary
schedules on pages 11 though 18 are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The supplementary
schedules have been subjected to the auditing procedures applied in our
audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.
Pisenti & Brinker LLP
Petaluma, California
June 25, 1996
<PAGE>
<TABLE>
<CAPTION>
Westamerica Bancorporation
Tax Deferred Savings/Retirement Plan (ESOP)
Statements of Net Assets Available for Plan Benefits
December 31, 1995 and 1994
1995 1994
---- ----
<S> <C> <C>
ASSETS
Investments, at fair value:
Westamerica Bancorporation Common Stock
(378,028 shares in 1995 and
311,529 shares in 1994) $16,349,711 $9,267,988
Bank of America CIT Short-Term Investment Fund 513,350 481,595
Westamerica Bank Certificate of Deposit 486,372 490,994
Bank of America CIT Index Fund (Equity) 1,616,528 1,015,035
Stein Roe Special Mutual Fund 652,452 366,220
Bank of America International Equity Fund 730,226 623,015
Bank of America Intermediate Treasury Bond
Index Fund 348,776 123,885
Loans to Participants 362,277 278,920
----------- -----------
Total Investments 21,059,692 12,647,652
Cash 10,322 67,214
Accrued interest receivable 64,194 34,487
Contributions receivable from participants 10,797 3,941
----------- -----------
Total Assets 21,145,005 12,753,294
LIABILITIES
Forfeitures 76,844 ---
Payable to broker 52,377 ---
Excess contributions and earnings 69,385 23,479
Distributions payable 147,769 38,788
----------- -----------
Total Liabilities 346,375 62,267
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $20,798,630 $12,691,027
=========== ===========
See accompanying Notes to Financial Statements
</TABLE>
<PAGE>
Westamerica Bancorporation
Tax Deferred Savings/Retirement Plan (ESOP)
Statements of Changes in Net Assets Available for Plan Benefits
For the Years Ended December 31, 1995 and 1994
1995 1994
---- ----
INCREASES (DECREASES) IN NET ASSETS
ATTRIBUTED TO:
Contributions by participants $1,386,240 $1,209,702
Contributions by Westamerica Bancorporation 1,139,086 473,688
Participant rollovers 420,180 43,750
Investment Income:
Appreciation of investments 5,514,884 785,361
Interest 93,606 48,576
Interest on participant loans 21,893 18,045
----------- -----------
Total Investment Income 5,630,383 851,982
Distributions paid (2,460,630) (1,616,414)
Refunds of excess contributions (69,385) (23,479)
----------- -----------
Total Increases 6,045,874 939,229
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, beginning of year 12,691,027 11,751,798
Merger of Assets from Pacific Valley
Retirement Savings Plan 2,061,729 ---
----------- -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, end of year $20,798,630 $12,691,027
=========== ===========
See accompanying Notes to Financial Statements
<PAGE>
WESTAMERICA BANCORPORATION
TAX DEFERRED SAVINGS/RETIREMENT PLAN (ESOP)
NOTES TO FINANCIAL STATEMENTS
NOTE 1: The Plan
The Westamerica Bancorporation Tax Deferred Savings/Retirement Plan
(ESOP) (the Plan), formerly called the Westamerica Bancorporation
Supplemental Retirement Plan, was established by Westamerica
Bancorporation (the Company) as a non-contributory profit sharing plan.
The Plan was amended to include a salary deferral feature pursuant to
Section 401(k) of the Internal Revenue Code. Concurrent with the
amendment, all existing account balances were invested in either common
stock or certificates of deposit of the Company, and all employee
accounts were fully vested. The plan was also amended and restated as
an Employee Stock Ownership Plan (ESOP).
The Internal Revenue Service issued a favorable determination letter on
November 23, 1993, stating that the Plan qualifies under Internal
Revenue Code Section 401(k) and that the underlying trust is exempt from
income tax under Section 501(a). Continued qualification is dependent
on the Plan's future operation.
The Plan's eligibility provisions were amended effective April 1, 1991.
Prior to that time, a salaried employee hired to work 30 hours or more
per week became eligible to participate in the Plan on the date that
such employee first performed an hour of service for which he or she was
compensated by the Company and a salaried employee hired to work fewer
than 30 hours per week became eligible to participate in the Plan only
after completing six months of service. After the amendment, a salaried
employee becomes eligible to participate in the Plan as of the first day
of the Plan quarter following his or her completion of a ninety day
introductory period. In addition to the amendment regarding
eligibility requirements, the Plan was also amended in four other
respects, as follows:
* First, effective January 1, 1991, the Company's matching
contribution was increased from 35 percent to 50 percent of
the participant's elective contribution, up to a maximum of
6 percent of the participant's salary.
* Second, April 1, 1991, any participant may elect, at the
beginning of any Plan quarter, to transfer up to 50 percent
of his or her Common Stock Fund into other investment funds
provided under the Plan.
* Third, effective April 1, 1991, a participant is allowed to
borrow against his or her Rollover Account. A Rollover
Account consists of participant contributions disbursed from
other plans qualified under the Internal Revenue Code and
deposited in the Plan within 60 days of receipt by the
participant.
<PAGE>
* Fourth, effective January 1, 1995, the Company's matching
contribution was increased from 50 percent to 100 percent of
the participant's elective contribution, up to a maximum of
6 percent of the participant's salary.
Participants may elect to defer compensation, through payroll deduction,
by any whole percentage up to 12 percent of compensation (not to exceed
$9,500 in 1995 and $9,240 in 1994) in any plan year. Participants may
direct that funds be invested in whole or in part in any of the seven
investment funds as follows:
* The Company Common Stock Fund, which is invested in
Company Common Stock.
* The Money Market Savings Fund, which is invested in
high-grade, short-term money market instruments.
* The CD Fund, which consists of certificates of deposit
placed with Westamerica Bank, a wholly owned subsidiary
of the Company.
* The Equity Index Fund, which is invested in common stock
of 499 of the 500 common stock issues comprising the
Standard & Poor's 500 Composite Stock Price Index (the
"Index"). The exception is BankAmerica Corporation Stock.
Westamerica Bancorporation stock is not included in the
Index.
* The Stein Roe Special Mutual Fund, which is an open-end
no-load actively managed stock mutual fund.
* The International Equity Fund, which is invested primarily
in common stock and equity related securities traded on
major international markets outside the U.S.
* The Intermediate Treasury Bond Index Fund, which is
invested entirely in securities of the U.S. Treasury with
maturities of between one and ten years.
The Plan permits participants to borrow from their account and allows
for hardship withdrawals. A participant may borrow the lesser of 50
percent of their total account balance, 100 percent of participant
contributions, or $50,000. In 1995 and 1994, total participant loans
funded were $192,636 and $132,350, respectively.
The Company's matching contributions are invested in the Company Common
Stock Fund. The Company may, but is not obligated to, contribute
additional amounts to the Company Common Stock Fund. All contributions
are 100 percent vested and non-forfeitable with the exception that
participants terminating employment with the Company forfeit Company
matching contributions in the plan quarter of termination. Forfeited
contributions are used to reduce future Company contributions.
<PAGE>
As of December 31, 1995, the Plan had 832 active participants of a total
of 953 eligible participants. As of December 31, 1994, the plan had 821
active participants.
The Plan is administered by the Board of Directors of the Company, which
has delegated this authority to the Company's Pension Management
Committee. This committee has the responsibility for the general
operation of the Plan. All expenses of administration may be paid out
of the Plan unless paid by the Company. Bank of America NT & SA
("Trustee") is the trustee for the Plan.
NOTE 2: Significant Accounting Policies
a) Investments are stated at quoted market values as determined by
the Trustee by reference to published market data. Purchases
and sales of investments are recorded on a trade-date basis.
b) The Plan uses the accrual method of accounting in accordance
with generally accepted accounting principles.
c) The amount of investment gains and losses are determined based
on revalued cost. Revalued cost represents the market value of
the assets at the beginning of the plan year or historical cost
if an investment was acquired during the plan year.
d) Certain amounts in the prior year's financial statements have
been reclassified to conform with the current year's
presentation. These reclassifications have no effect on
previously reported net assets available for plan benefits.
NOTE 3: Investments
During the years ended December 31, 1995 and 1994, the Plan's
investments, including investments bought, sold, and held during the
years, appreciated (depreciated) in value by $5,514,884 and $785,361,
respectively, as follows:
1995 1994
---------- --------
Common stock $4,963,653 $797,307
Mutual funds 75,111 (5,009)
Collective investment trusts
managed by the Trustee 476,120 (6,937)
---------- --------
$5,514,884 $785,361
========== ========
The market values of investments that represent 5% or more of the Plan's
assets at December 31, 1995 and 1994 are separately identified as
follows:
<PAGE>
1995 1994
-------------------- -------------------
Number of Market Number of Market
Descriptions of Investments Shares Value Shares Value
- --------------------------- -------- ------ -------- ------
Westamerica Bancorporation
Common Stock 378,028 $16,349,711 311,529 $9,267,988
Bank of America CIT
Index Fund (Equity) 69,263 1,616,528 59,903 1,015,035
NOTE 4: Transactions with Westamerica Bancorporation and Subsidiaries
At December 31, 1995 and 1994, time certificates of deposit were
invested in the Company's wholly owned subsidiary bank, Westamerica
Bank, in the amounts of $486,372 and $490,994, respectively. All such
time certificates of deposit were at market rates of interest. Total
interest earned by the Plan on these accounts was $24,348 in 1995 and
$21,118 in 1994.
NOTE 5: Refunds of Excess Contributions
During 1995 and 1994 certain participants contributed more than the
maximum amount allowable under the Internal Revenue Code. The aggregate
amounts of contributions and earnings thereon to be returned to certain
participants as of December 31, 1995 and 1994 were $69,385 and $23,479,
respectively. The refunds were made subsequent to the Plan's year end.
NOTE 6: Plan Termination
The Company has the right to discontinue its contributions at any time
and to terminate the Plan. In the event of Plan termination, the
participants' accounts are 100 percent vested and non-forfeitable.
NOTE 7: Employer Related Investments
The Plan has funds invested in the common stock of the Plan's sponsor,
Westamerica Bancorporation. Such investments are specifically permitted
under Section 408 of the Employee Retirement Income Security Act of
1974.
Employer related investments held by the Plan at December 31, 1995 and
1994, consisted of the following:
1995 1994
----------------- ----------------
Description of
Employer Related
Investment Cost Market Cost Market
- ----------------- ---- ------ ----- ------
Westamerica Bancorporation
Common Stock $7,785,639 $16,349,711 $5,317,636 $9,267,988
<PAGE>
The market values of the above employer related investment represents
more than 5% of the Plan's assets at December 31, 1995 and 1994. The
Plan purchased additional shares at a cost of $2,415,548 and $840,627
during the years ended December 31, 1995 and 1994, respectively. The
Plan owned 378,028 and 311,529 shares at December 31, 1995 and 1994,
respectively.
NOTE 8: Company Common Stock Distributable to Company
Under the Plan's provisions, terminated participants may elect to
receive their Company Common Stock holdings in the form of cash. Under
these circumstances, the Company repurchases such stock from the
terminated participants at current market value using the Trustee as the
settlement agent. As of December 31, 1995, the Trustee had received
cash from the Company for repurchase of 2,478 shares with a value of
$107,174, but these shares had not been delivered to the Company. The
Trustee's obligation to deliver these shares has been recognized as a
distribution payable.
NOTE 9: Subsequent Event
Effective April 1, 1996, Bank of America N.T. was replaced by
Westamerica Bank as Trustee of the Plan. Westamerica Bank is a wholly
owned subsidiary of the Company.
<PAGE>
<TABLE>
<CAPTION>
Westamerica Bancorporation Tax Deferred Savings/Retirement Plan (ESOP)
Schedule I
Schedule of Assets Held for Investment Purposes
As of December 31, 1995
Issuer Cost Market Value
------ ---- ------------
<S> <C> <C>
COMPANY COMMON STOCK FUND
Number of Shares
378,028 Westamerica Bancorporation $ 7,785,639 $16,349,711 (1)
----------- -----------
Total Company Common Stock Fund $ 7,785,639 $16,349,711
----------- -----------
MONEY MARKET SAVINGS FUND
Principal Amount
$476,110 Bank of America CIT Short-Term Investment
Fund $ 476,110 $ 476,110
----------- -----------
Total Money Market Savings Fund $ 476,110 $ 476,110
----------- -----------
CERTIFICATE OF DEPOSIT FUND
Principal Amount
141,461 Westamerica Bank Certificate of Deposit,
5.20% due April 18, 1996 $ 141,461 $ 141,461
181,390 Westamerica Bank Certificate of Deposit,
5.40% due July 31, 1996 181,390 181,390
163,521 Westamerica Bank Certificate of Deposit,
5.20% due January 31, 1996 163,521 163,521
14,513 Bank of America CIT Short-Term Investment
Fund, 5.88% 14,513 14,513
----------- -----------
Total Certificate of
Deposit Fund $ 500,885 $ 500,885
----------- -----------
EQUITY INDEX FUND
Number of Shares
69,263 Bank of America CIT Index
Fund (Equity) $ 1,182,942 $ 1,616,528 (1)
Principal Amount
$10,539 Bank of America CIT Short Term
Investment Fund, 5.88% 10,539 10,539
----------- -----------
Total Equity Index Fund $ 1,193,481 $ 1,627,067
----------- -----------
STEIN ROE SPECIAL MUTUAL FUND
Number of Shares
27,506 Stein Roe Special Mutual Fund $ 647,078 $ 652,452
Principal Amount
$4,405 Bank of America CIT Short Term
Investment Fund, 5.88% 4,405 4,405
----------- -----------
Total Stein Roe Special
Mutual Fund $ 651,483 $ 656,857
----------- -----------
<FN>
(1) Investments represnting greater than 5% of plan assets.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Westamerica Bancorporation Tax Deferred Savings/Retirement Plan (ESOP)
Schedule I
Schedule of Assets Held for Investment Purposes
As of December 31, 1995
Continued
Issuer Cost Market Value
------ ---- ------------
<S> <C> <C>
INTERNATIONAL EQUITY FUND
Number of Shares
24,962 Bank of America International
Equity Fund $ 669,518 $ 730,226
Principal Amount
$2,996 Bank of America CIT Short-Term
Investment Fund, 5.88% 2,996 2,996
----------- -----------
Total International Equity Fund $ 672,514 $ 733,222
----------- -----------
INTERMEDIATE TREASURY BOND INDEX FUND
Number of Shares
15,247 Bank of America Intermediate Treasury
Bond Index Fund $ 326,098 $ 348,776
Principal Amount
$4,787 Bank of America CIT Short Term
Investment Fund, 5.88% 4,787 4,787
----------- -----------
Total Intermediate Treasury
Bond Index Fund $ 330,885 $ 353,563
----------- -----------
LOANS TO PARTICIPANTS
Principal Amount
$362,277 Loans to participants,
7.00% to 11.00% $ -- $ 362,277
----------- -----------
Total Participant Loans $ -- $ 362,277
----------- -----------
TOTAL INVESTMENTS $11,610,997 $21,059,692
=========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Westamerica Bancorporation Tax Deferred Savings/Retirement Plan (ESOP)
Schedule I
Schedule of Assets Held for Investment Purposes
As of December 31, 1994
Issuer Cost Market Value
------ ---- ------------
<S> <C> <C>
COMPANY COMMON STOCK FUND
Number of Shares
311,529 Westamerica Bancorporation $ 5,317,636 $ 9,267,988 (1)
Principal Amount
$95,308 Bank of America CIT Short-Term
Investment Fund, 5.73% 95,308 95,308
----------- -----------
Total Company Common Stock Fund $ 5,412,944 $ 9,363,296
----------- -----------
MONEY MARKET SAVINGS FUND
Principal Amount
291,756 Bank of America CIT Short-Term
Investment Fund, 5.73% $ 291,756 $ 291,756
----------- -----------
Total Money Market Savings Fund $ 291,756 $ 291,756
----------- -----------
CERTIFICATE OF DEPOSIT FUND
Principal Amount
50,720 Westamerica Bank Certificate of Deposit,
2.55% due February 16, 1995 $ 50,720 $ 50,720
158,396 Westamerica Bank Certificate of Deposit,
4.15% due February 10, 1995 158,396 158,396
140,417 Westamerica Bank Certificate of Deposit,
4.40% due June 24, 1995 140,417 140,417
141,461 Westamerica Bank Certificate of Deposit,
4.40% due July 23, 1995 141,461 141,461
85,676 Bank of America CIT Short-Term
Investment Fund, 5.73% 85,676 85,676
----------- -----------
Total Certificate of
Deposit Fund $ 576,670 $ 576,670
----------- -----------
EQUITY INDEX FUND
Number of Shares
59,903 Bank of America CIT
Index Fund (Equity), 5.73% $ 881,600 $ 1,015,035 (1)
----------- -----------
Total Equity Index Fund $ 881,600 $ 1,015,035
----------- -----------
STEIN ROE SPECIAL MUTUAL FUND
Number of Shares
16,903 Stein Roe Special Mutual Fund $ 396,054 $ 366,220
----------- -----------
Total Stein Roe Special
Mutual Fund $ 396,054 $ 366,220
----------- -----------
<FN>
(1) Investments representing greater than 5% of plan assets.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Westamerica Bancorporation Tax Deferred Savings/Retirement Plan (ESOP)
Schedule I
Schedule of Assets Held for Investment Purposes
As of December 31, 1994
Continued
Issuer Cost Market Value
------ ---- ------------
<S> <C> <C>
INTERNATIONAL EQUITY FUND
Number of Shares
22,259 Bank of America International
Equity Fund $ 598,090 $ 623,015
Principal Amount
$8,855 Bank of America CIT Short-Term
Investment Fund 8,855 8,855
----------- -----------
Total International Equity Fund $ 606,945 $ 631,870
----------- -----------
INTERMEDIATE TREASURY BOND INDEX FUND
Number of Shares
6,206 Bank of America Intermediate
Treasury Bond Index Fund $ 125,904 $ 123,885
----------- -----------
Total Intermediate Treasury
Bond Index Fund $ 125,904 $ 123,885
----------- -----------
LOANS TO PARTICIPANTS
Principal Amount
$278,920 Loans to participants,
7.00% to 11.50% $ -- $ 278,920
----------- -----------
Total Participant Loans $ -- $ 278,920
----------- -----------
TOTAL INVESTMENTS $ 8,291,873 $12,647,652
=========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Westamerica Bancorporation
Tax Deferred Savings/Retirement Plan (ESOP)
Schedule II
Statement of Transactions Involving
More Than Five Percent (5%) of Plan Assets
For the Year Ended December 31, 1995
Principal Amount/
Number of Shares Issuer Cost Proceeds
- ---------------- ------ ---- --------
<S> <C> <C> <C>
PURCHASES
$5,505,211 Bank of America CIT Short-Term
Investment Fund $5,505,211 ---
$ 972,208 Westamerica Bank Certificates of Deposit 972,208 ---
115,078 Westamerica Bancorporation
Common Stock 3,962,298 ---
MATURITIES & SALES
$5,473,456 Bank of America CIT Short-Term
Investment Fund 5,473,456 $5,473,456
$ 976,829 Westamerica Bank Certificates of Deposit 976,829 976,829
48,579 Westamerica Bancorporation
Common Stock 1,474,295 1,905,709
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Westamerica Bancorporation
Tax Deferred Savings/Retirement Plan (ESOP)
Schedule II
Statement of Transactions Involving
More Than Five Percent (5%) of Plan Assets
For the Year Ended December 31, 1994
Principal Amount/
Number of Shares Issuer Cost Proceeds
- ---------------- ------ ---- --------
<S> <C> <C> <C>
PURCHASES
$3,068,858 Bank of America CIT Short-Term
Investment Fund $3,068,858 ---
$ 617,921 Westamerica Bank Certificates of Deposit 617,921 ---
28,485 Westamerica Bancorporation Common Stock 840,627 ---
MATURITIES & SALES
$3,490,201 Bank of America CIT Short-Term
Investment Fund 3,490,201 $3,490,201
$ 749,785 Westamerica Bank Certificates of Deposit 749,785 749,785
26,500 Westamerica Bancorporation Common Stock 436,426 788,661
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Westamerica Bancorporation
Tax Deferred Savings/Retirement Plan (ESOP)
Schedule III
Allocation of Net Assets Available for Plan Benefits to Investment Programs
As of December 31, 1995
Company Certificate Stein Roe
Common Money Market of Deposit Equity Special
ASSETS Stock Fund Savings Fund Fund Index Fund Mutual Fund
- ------ ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Investments, at market value (Notes 1 & 3)
Westamerica Bancorporation
Common Stock $16,349,711 $ -- $ -- $ -- $ --
Bank of America CIT
Short-Term Investment Fund -- 476,110 14,513 10,539 4,405
Westamerica Bank
Certificates of Deposit -- -- 486,372 -- --
Bank of America CIT -- -- -- 1,616,528 --
Index Fund (Equity)
Stein Roe Special Mutual Fund -- -- -- -- 652,452
Bank of Amercia International
Equity Fund -- -- -- -- --
Bank of America Intermediate
Treasury Bond Index Fund -- -- -- -- --
Loans to Participants -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Total Investments 16,349,711 476,110 500,885 1,627,067 656,857
Cash 60 -- -- -- --
Accured interest receivable -- 2,287 9,319 140 52,395
Contribution receivable from
participants 10,863 888 (265) 1,876 2,619
Due from (to) other funds 37,890 (39,412) 15,047 6,624 (6,050)
----------- ----------- ----------- ----------- -----------
Total Assets 16,398,524 439,873 524,986 1,635,707 705,821
LIABILITIES
Forfeitures (75,787) (499) -- (166) --
Payable to broker -- -- -- -- (52,377) --
Excess contributions
and earnings (33,620) (2,953) (3,694) (13,721) (6,785)
Distributions payable (107,174) -- -- -- --
----------- ----------- ----------- ----------- -----------
Total Liabilities (216,581) (3,452) (3,694) (13,887) (59,162)
----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $16,181,943 $ 436,421 $ 521,292 $ 1,621,820 $ 646,659
=========== =========== =========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Westamerica Bancorporation
Tax Deferred Savings/Retirement Plan (ESOP)
Schedule III
Allocation of Net Assets Available for Plan Benefits to Investment Programs
As of December 31, 1995
Continued
Intermediate
International Treasury Bond Loans to
ASSETS Equity Fund Index Fund Participants Total
- ----------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C>
Investments, at market value (Notes 1 & 3)
Westamerica Bancorporation
Common Stock $ -- $ -- $ -- $16,349,711
Bank of America CIT
Short-Term Investment Fund 2,996 4,787 -- 513,350
Westamerica Bank
Certificates of Deposit -- -- -- 486,372
Bank of America CIT -- -- -- 1,616,528
Index Fund (Equity)
Stein Roe Special Mutual Fund -- -- -- 652,452
Bank of America International
Equity Fund 730,226 -- -- 730,226
Bank of America Intermediate
Treasury Bond Index Fund -- 348,776 -- 348,776
Loans to Participants -- -- 362,277 362,277
----------- ----------- ----------- -----------
Total Investments 733,222 353,563 362,277 21,059,692
Cash -- -- 10,322 10,382
Accured interest receivable 45 8 -- 64,194
Contribution receivable from
participants 781 1,487 (7,452) 10,797
Due from (to) other funds (27,725) 7,052 6,574 --
----------- ----------- ----------- -----------
Total Assets 706,323 362,110 371,721 21,145,065
LIABILITIES
Forfeitures -- (392) -- (76,844)
Payable to broker -- -- -- (52,377) --
Excess contributions
and earnings (7,316) (1,296) -- (69,385)
Distributions payable -- -- (40,595) (147,769)
----------- ----------- ----------- -----------
Total Liabilities (7,316) (1,688) (40,595) (346,375)
----------- ----------- ----------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $ 699,007 $ 360,422 $ 331,126 $20,798,690
=========== =========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Westamerica Bancorporation
Tax Deferred Savings/Retirement Plan (ESOP)
Schedule III
Allocation of Net Assets Available for Plan Benefits to Investment Programs
As of December 31, 1994
Company Certificate Stein Roe
Common Money Market of Deposit Equity Special
ASSETS Stock Fund Savings Fund Fund Index Fund Mutual Fund
- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Investments, at market value (Notes 1 & 3)
Westamerica Bancorporation
Common Stock $ 9,267,988 $ -- $ -- $ -- $ --
Bank of America CIT
Short-Term Investment Fund 95,308 291,756 85,676 -- --
Westamerica Bank
Certificates of Deposit -- -- 490,994 -- --
Bank of America CIT -- -- -- 1,015,035 --
Index Fund (Equity)
Stein Roe Special Mutual Fund -- -- -- -- 366,220
Bank of America International
Equity Fund -- -- -- -- --
Bank of America Intermediate
Treasury Bond Index Fund -- -- -- -- --
Loans to Participants -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Total Investments 9,363,296 291,756 576,670 1,015,035 366,220
Cash 39,639 2,344 4,603 7,321 4,473
Accured interest receivable 425 1,407 7,699 17 24,883
Contribution receivable from
participants 4,056 (329) 69 (473) 862
Due from (to) other funds 2,768 3,823 (51,780) (34,447) 35,877
----------- ----------- ----------- ----------- -----------
Total Assets 9,410,184 299,001 537,261 987,453 432,315
LIABILITIES
Excess contributions
and earnings (10,388) -- (4,850) (404) (3,336)
Distributions payable -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Total Liabilities (10,388) -- (4,850) (404) (3,336)
----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $ 9,399,796 $ 299,001 $ 532,411 $ 987,049 $ 428,979
============ ============ ============ ============ ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Westamerica Bancorporation
Tax Deferred Savings/Retirement Plan (ESOP)
Schedule III
Allocation of Net Assets Available for Plan Benefits to Investment Programs
As of December 31, 1994
Continued
Intermediate
International Treasury Bond Loans to
ASSETS Equity Fund Index Fund Participants Total
- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Investments, at market value (Notes 1 & 3)
Westamerica Bancorporation
Common Stock $ -- $ -- $ -- $ 9,267,988
Bank of America CIT
Short-Term Investment Fund 8,855 -- -- 481,595
Westamerica Bank
Certificates of Deposit -- -- -- 490,994
Bank of America CIT -- -- -- 1,015,035
Index Fund (Equity)
Stein Roe Special Mutual Fund -- -- -- 366,220
Bank of America International
Equity Fund 623,015 -- -- 623,015
Bank of America Intermediate
Treasury Bond Index Fund -- 123,885 -- 123,885
Loans to Participants -- -- 278,920 278,920
----------- ----------- ----------- -----------
Total Investments 631,870 123,885 278,920 12,647,652
Cash 8,187 647 -- 67,214
Accured interest receivable 56 -- -- 34,487
Contribution receivable from
participants 500 -- (744) 3,941
Due from (to) other funds 31,725 12,034 -- --
----------- ----------- ----------- -----------
Total Assets 672,338 136,566 278,176 12,753,294
LIABILITIES
Excess contributions
and earnings (2,602) (488) (1,411) (23,479)
Distributions payable -- -- (38,788) (38,788)
----------- ----------- ----------- -----------
Total Liabilities (2,602) (488) (40,199) (62,267)
----------- ----------- ----------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $ 669,736 $ 136,078 $ 237,977 $12,691,027
=========== =========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Westamerica Bancorporation
Tax Deferred Savings/Retirement Plan (ESOP)
Schedule IV
Allocation of Changes in Net Assets Available for Plan Benefits to Investment Programs
For the Year Ended December 31, 1995
Company Certificate Stein Roe
INCREASE (DECREASE) IN NET Common Money Market of Deposit Equity Special
ASSETS ATTRIBUTED TO Stock Fund Savings Fund Fund Index Fund Mutual Fund
- -------------------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Contributions by Participants $ 707,453 $ 76,440 $ 60,317 $ 193,794 $ 154,073
Contributions by Westamerica
Bancorporation 1,139,086 -- -- -- --
Participant Rollovers 213,209 43,636 7,565 71,796 28,391
Investment Income:
Appreciation (depreciation)
of investments 4,963,653 -- -- 406,118 75,111
Interest 17,952 31,983 26,661 589 14,372
Interest on participant 13,721 2,008 265 2,424 950
loans
----------- ----------- ----------- ----------- -----------
Total Investment Income 4,995,326 33,991 26,926 409,131 90,433
Distributions paid (1,957,473) (88,821) (104,602) (170,911) (74,837)
Inter-fund transfers (77,558) 33,682 (21,487) 87,672 18,165
Refund of excess
contributions (33,620) (2,953) (3,694) (13,721) (6,785)
Participant loans funded (82,756) (39,664) (3,839) (37,783) (8,655)
Principal payments on
participant loans 65,065 7,246 945 9,973 3,525
----------- ----------- ----------- ----------- -----------
Total Increases (Decreases) 4,968,732 63,557 (37,869) 549,951 204,310
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
December 31, 1994 9,399,796 299,001 532,411 987,049 428,979
Merger of Assets from Pacific
Valley Retirement Savings Plan 1,813,415 73,863 26,750 84,820 13,370
----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
December 31, 1995 $16,181,943 $ 436,421 $ 521,292 $ 1,621,820 $ 646,659
=========== =========== =========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Westamerica Bancorporation
Tax Deferred Savings/Retirement Plan (ESOP)
Schedule IV
Allocation of Changes in Net Assets Available for Plan Benefits to Investment Programs
For the Year Ended December 31, 1995
Continued
Intermediate
INCREASE (DECREASE) IN NET International Treasury Bond Loans to
ASSETS ATTRIBUTED TO Equity Fund Index Fund Participants Total
- -------------------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Contributions by Participants $ 155,764 $ 38,399 $ -- $ 1,386,240
Contributions by Westamerica
Bancorporation -- -- -- 1,139,086
Participant Rollovers 1,549 44,878 9,156 420,180
Investment Income:
Appreciation (depreciation)
of investments 41,027 28,975 -- 5,514,884
Interest 1,865 184 -- 93,606
Interest on participant 1,994 531 -- 21,893
loans
----------- ----------- ----------- -----------
Total Investment Income 44,886 29,690 0 5,630,383
Distributions paid (42,904) (10,250) (10,832) (2,460,630)
Inter-fund transfers (126,835) 86,361 -- --
Refund of excess
contributions (7,316) (1,296) -- (69,385)
Participant loans funded (15,197) (4,742) 192,636 --
Principal payments on
participant loans 8,916 2,201 (97,871) --
----------- ----------- ----------- -----------
Total Increases (Decreases) 18,863 185,241 93,089 6,045,874
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
December 31, 1994 669,736 136,078 237,977 12,691,027
Merger of Assets from Pacific
Valley Retirement Savings Plan 10,408 39,103 -- 2,061,729
----------- ----------- ----------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
December 31, 1995 $ 699,007 $ 360,422 $ 331,066 $20,798,630
=========== =========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Westamerica Bancorporation
Tax Deferred Savings/Retirement Plan (ESOP)
Schedule IV
Allocation of Changes in Net Assets Available for Plan Benefits to Investment Programs
For the Year Ended December 31, 1994
Company Certificate Stein Roe
INCREASE (DECREASE) IN NET Common Money Market of Deposit Equity Special
ASSETS ATTRIBUTED TO Stock Fund Savings Fund Fund Index Fund Mutual Fund
- -------------------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Contributions by Participants $ 510,293 $ 57,437 $ 81,804 $ 200,635 $ 145,003
Contributions by Westamerica
Bancorporation 473,688 -- -- -- --
Participant Rollovers 3,350 4,641 29,368 -- 3,133
Investment Income:
Appreciation (depreciation)
of investments 797,307 -- -- 12,802 (5,009)
Interest 9,099 13,648 21,228 1,655 986
Interest on participant 10,075 466 252 2,170 2,148
loans
----------- ----------- ----------- ----------- -----------
Total Investment Income 816,481 14,114 21,480 16,627 (1,875)
Distributions paid (1,020,116) (107,489) (83,440) (130,279) (46,363)
Inter-fund transfers (187,735) (502,822) (136,124) 27,247 328,179
Refund of excess
contributions (10,388) -- (4,850) (404) (3,336)
Participant loans funded (85,671) (8,387) (8,917) (21,132) (3,617)
Principal payments on
participant loans 50,310 4,236 1,029 13,203 7,855
----------- ----------- ----------- ----------- -----------
Total Increases (Decreases) 550,212 (538,270) (99,650) 105,897 428,979
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
December 31, 1993 8,849,584 837,271 632,061 881,152 --
----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
December 31, 1994 $ 9,399,796 $ 299,001 $ 532,411 $ 987,049 $ 428,979
=========== =========== =========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Westamerica Bancorporation
Tax Deferred Savings/Retirement Plan (ESOP)
Schedule IV
Allocation of Changes in Net Assets Available for Plan Benefits to Investment Programs
For the Year Ended December 31, 1994
Continued
Intermediate
INCREASE (DECREASE) IN NET International Treasury Bond Loans to
ASSETS ATTRIBUTED TO Equity Fund Index Fund Participants Total
- -------------------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Contributions by Participants $ 197,861 $ 16,669 $ -- $ 1,209,702
Contributions by Westamerica
Bancorporation -- -- -- 473,688
Participant Rollovers 3,198 60 -- 43,750
Investment Income:
Appreciation (depreciation)
of investments (17,423) (2,316) -- 785,361
Interest 1,372 588 -- 48,576
Interest on participant 2,926 8 -- 18,045
loans
----------- ----------- ----------- -----------
Total Investment Income (13,125) (1,720) -- 851,982
Distributions paid (125,949) (16,021) (86,757) (1,616,414)
Inter-fund transfers 330,570 137,718 2,967 --
Refund of excess
contributions (2,602) (488) (1,411) (23,479)
Participant loans funded (4,471) (155) 132,350 --
Principal payments on
participant loans 12,992 15 (89,640) --
----------- ----------- ----------- -----------
Total Increases (Decreases) 398,474 136,078 (42,491) 939,229
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
December 31, 1993 271,262 -- 280,468 11,751,798
----------- ----------- ----------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
December 31, 1994 $ 669,736 $ 136,078 $ 237,977 $12,691,027
=========== =========== =========== ===========
</TABLE>
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
To the Pension Management Committee for the Westamerica Bancorporation
Tax Deferred Savings/Retirement Plan (ESOP).
We consent to incorporation by reference in the registration statements
No. 33-57551, 33-60003, 33-61503 on Form S-8, of Westamerica
Bancorporation Tax Deferred Savings/Retirement Plan (ESOP) of our report
dated June 25, 1996, relating to the statements of net assets available
for plan benefits of Westamerica Bancorporation Tax Deferred
Savings/Retirement Plan (ESOP) as of December 31, 1995 and 1994, and the
related statements of changes in net assets available for plan benefits
for the years then ended, which report appears in the December 31, 1995,
annual report on Form 11-K of Westamerica Bancorporation Tax Deferred
Savings/Retirement Plan (ESOP).
Pisenti & Brinker LLP
Petaluma, California
June 25, 1996
<PAGE>
SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the
trustees (or the persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
WESTAMERICA BANCORPORATION
TAX DEFERRED SAVINGS/RETIREMENT PLAN (ESOP)
Date: June 28, 1996 By: Dennis R. Hansen
-------------------------------------
Dennis R. Hansen
Member, Pension Management Committee
