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
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/X/ No fee required.
/ / 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:
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(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>
[GRAPHIC OMITTED] WESTAMERICA BANCORPORATION
1108 FIFTH AVENUE
SAN RAFAEL, CALIFORNIA 94901
March 20, 1997
To Our Shareholders:
The Annual Meeting of Shareholders of Westamerica Bancorporation will be held
at 7:30 P.M. ON TUESDAY, APRIL 22, 1997, 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 on Tuesday, April 22,
1997.
Sincerely,
/s/ DAVID L. PAYNE
DAVID L. PAYNE
Chairman of the Board,
President and Chief Executive Officer
<PAGE>
WESTAMERICA BANCORPORATION
1108 FIFTH AVENUE
SAN RAFAEL, CALIFORNIA 94901
--------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS--APRIL 22, 1997
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 22, 1997, AT 7:30
P.M. for the purpose of:
1. Electing 11 directors;
2. Approving the selection of independent auditors for 1997;
3. Considering 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 February 28, 1997, are
entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof. You are cordially invited to attend the Annual Meeting. If you do not
expect to be present, please complete, sign and date the accompanying proxy and
mail it at once in the enclosed envelope. No postage is necessary if mailed
within the United States.
WESTAMERICA BANCORPORATION'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER
31, 1996 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
Assistant Corporate Secretary
Dated: March 20, 1997
- --------------------------------------------------------------------------------
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.
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<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
OTHER ARRANGEMENTS .......................................................... 9
BOARD COMPENSATION COMMITTEE REPORT .........................................10
STOCK PERFORMANCE CHART .....................................................12
APPROVAL OF AUDITORS ........................................................12
SHAREHOLDER PROPOSAL ........................................................13
OTHER MATTERS ...............................................................14
<PAGE>
WESTAMERICA BANCORPORATION
1108 FIFTH AVENUE
SAN RAFAEL, CALIFORNIA 94901
--------------------
PROXY STATEMENT
March 20, 1997
--------------------
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 22, 1997, 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, 1997.
Voting Rights and Vote Required. Shareholders of record of the Corporation's
common stock at the close of business on February 28, 1997, the record date, are
entitled to vote at the Meeting. On that date, 9,444,222 shares of the
Corporation's common 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 11 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 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 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 1997 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.
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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, 1997.
ELECTION OF DIRECTORS
Dr. Murray is retiring from the Board effective March 27, 1997. As a result,
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 11.
It is the intention of the proxy holders named in the enclosed proxy to vote
such proxies (except those containing contrary instructions) for the 11 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 to so serve. The
proxy holders reserve the right to cumulate votes for the election of directors
and cast all of such votes for any one or more of the nominees, to the exclusion
of the others, and in such order of preference as the proxy holders may
determine in their discretion.
Nominees. The nominees for election to the office of director of the Board
are named and certain information with respect to them is given below. The
information has been furnished to the Corporation by the respective nominees.
All of the nominees have engaged in their indicated principal occupation for
more than five years, unless otherwise indicated.
<TABLE>
<CAPTION>
DIRECTOR
NAME OF NOMINEE PRINCIPAL OCCUPATION SINCE
- --------------- -------------------- -----
<S> <C> <C>
Etta Allen .................... Mrs. Allen, born in 1929, is president and owner of Allen 1988
Heating and Sheet Metal of Greenbrae.
Louis E. Bartolini ............ Mr. Bartolini, born in 1932, retired in 1988 as a vice 1991
president and financial consultant with Merrill Lynch,
Pierce, Fenner & Smith, Inc.
Charles I. Daniels, Jr. ....... Mr. Daniels, born in 1926, is president and owner of House 1989
of Daniels, Inc., of Novato, a beverage distribution firm.
Don Emerson ................... Mr. Emerson, born in 1928, was president of Calso Company. 1979
He presently devotes his time to personal investments.
Arthur C. Latno, Jr. .......... Mr. Latno, born in 1929, was an Executive Vice President 1985
for Pacific Telesis Group (formerly Pacific Telephone Co.).
Mr. Latno retired from that company in November of 1992.
Patrick D. Lynch .............. Mr. Lynch, born in 1933, is a consultant and director for 1986
several high technology firms.
Catherine Cope MacMillan....... Ms. MacMillan, born in 1947, is president and owner of The 1985
Firehouse Restaurant in Sacramento.
Ronald A. Nelson .............. Mr. Nelson, born in 1942, was vice president of Charles M. 1988
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.
2
<PAGE>
DIRECTOR
NAME OF NOMINEE PRINCIPAL OCCUPATION SINCE
- --------------- -------------------- -----
Carl R. Otto ................. Mr. Otto, born in 1946, is the President and Chief 1992
Executive Officer of John F. Otto, Inc., a general
contracting firm in Sacramento.
David L. Payne ............... Mr. Payne, born in 1955, is the Chairman of the Board, 1984
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.
Edward B. Sylvester ......... Mr. Sylvester, born in 1936, is the owner of Sylvester 1979
Engineering, Inc., a civil engineering and planning
firm.
</TABLE>
CERTAIN INFORMATION ABOUT THE BOARD OF DIRECTORS
AND CERTAIN COMMITTEES OF THE BOARD
The Board held a total of 14 meetings during 1996. Every director attended at
least 75% of the aggregate of: (i) the 14 Board meetings; and (ii) all of the
meetings of any 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 1996.
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 five meetings in 1996.
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 and profit-sharing
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 five meetings
in 1996.
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
3
<PAGE>
nominations be submitted in writing to the Secretary (or Assistant Secretary) of
the Corporation within not less than 14 days nor more than 50 days prior to the
annual meeting at which directors will be elected and that nominations contain
certain specified information regarding the nominee and the nominating
shareholder. The Nominating Committee held one meeting in 1996.
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 1996.
Directors' Fees. During 1996, 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 1996, 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>
<TABLE>
EXECUTIVE OFFICERS
The executive officers of the Corporation and Westamerica Bank ("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>
E. Joseph Bowler .......... Mr. Bowler, born in 1936, is Senior Vice President and 1980
Treasurer for the Corporation.
Robert W. Entwisle.......... Mr. Entwisle, born in 1947, is Senior Vice President in 1986
charge of the Banking Division of WAB.
Evan N. Fricker............. Mr. Fricker, born in 1938, is Vice President and General 1983
Auditor for the Corporation.
Charles L. Fritz ........... Mr. Fritz, born in 1936, is Executive Vice President 1988
and 1988 Chief Credit Officer of the Corporation.
Dennis R. Hansen ........... Mr. Hansen, born in 1950, is Senior Vice 1978
President and 1978 Controller for the Corporation.
Thomas S. Lenz ............. Mr. Lenz, born in 1937, is Senior Vice President and 1989
Chief Credit Administrator of WAB.
Hans T. Y. Tjian ........... Mr. Tjian, born in 1939, is Senior Vice President and 1989
Manager of the Operations and Systems Administration
Division of WAB.
</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 3, 1997, 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 3, 1997.
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 five other most highly compensated executive officers and by all
directors and executive officers of the Corporation as a group as of February 3,
1997.
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
------------------------------------------------------------------
SOLE SHARED RIGHT TO
VOTING AND VOTING AND ACQUIRE WITHIN PERCENT OF
INVESTMENT INVESTMENT 60 DAYS OF SHARES OF
NAME POWER POWER FEBRUARY 3, 1997(1) TOTAL(2) CLASS(3)
---- ----- ----- ------------------- -------- --------
<S> <C> <C> <C> <C> <C>
Etta Allen(4) ..................... 3,555 3,555 *
Louis Bartolini ................... 600 600 *
Charles I. Daniels, Jr. .......... 698 698 *
Donald Emerson .................... 22,550 22,550 *
Arthur C. Latno, Jr.(5) .......... 1,047 1,047 *
Patrick D. Lynch .................. 500 500 *
Catherine C. MacMillan ............ 500 500 *
Dwight H. Murray, Jr. ............. 59,964 59,964 *
Ronald A. Nelson(6) ............... 12,000 12,000 *
Carl R. Otto ...................... 2,000 2,000 *
David L. Payne(7) ................. 197,997 3,642 95,866 297,505 3.12%
Edward B. Sylvester ............... 27,589 27,589 *
James M. Barnes(8) ................ 13,480 2,018 31,683 47,181 *
Robert W. Entwisle(9) ............. 8,099 2,627 30,866 41,592 *
Hans T. Y. Tjian(10) .............. 19,924 3,931 31,150 55,005 *
Charles L. Fritz(11) .............. 16,610 3,890 23,350 43,850 *
E. Joseph Bowler .................. 29,879 9,786 15,916 55,581 *
All 20 Directors and Officers
as a Group ....................... 421,295 35,251 266,162 722,708 7.44%
<FN>
- ---------------
* Indicates that the percentage of the outstanding shares beneficially owned
is less than one percent (1%).
(1) During 1995, the Corporation adopted the Westamerica Bancorporation
Deferral Plan which allows recipients of restricted performance shares to
defer the receipt of such shares into succeeding years. Includes restricted
performance shares vesting on March 31, 1997, whether or not deferred by
the executive into the Westamerica Bancorporation Deferral Plan.
(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 400 shares owned by Mr. Latno's wife, as to which Mr. Latno
disclaims beneficial ownership.
(6) Includes 2,000 shares held in trust, as to which Mr. Nelson is co-trustee
with sole voting and investment power.
(7) 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.
(8) Mr. Barnes served as Executive Vice President and Chief Financial Officer
of the Corporation until his resignation in November 1996.
(9) Includes 7,589 shares held in a trust, as to which Mr. Entwisle is
co-trustee with sole voting and investment power.
(10) Held in a trust, as to which Mr. Tjian is co-trustee with sole voting and
investment power.
(11) Includes 1,350 shares owned by Mr. Fritz's wife, as to which Mr. Fritz
disclaims beneficial ownership.
</FN>
</TABLE>
6
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 solely 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, 1996, all
Section 16(a) filing requirements applicable to its officers, directors and 10%
shareholders were complied with.
7
<PAGE>
<TABLE>
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the compensation of the
Corporation's Chief Executive Officer and the five other most highly compensated
executive officers for services in all capacities to the Corporation, WAB and
other subsidiaries during 1996, 1995 and 1994:
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, 1996 $272,016 $260,000 $ 3,365 $351,900 31,550 $ 0
CEO 1995 272,016 232,800 3,174 281,400 24,600 12,291
1994 272,016 200,000 2,379 174,038 27,050 8,367
James M. Barnes, 1996 $149,040 $ 0 $12,920 $135,700(5) 9,450 $ 9,000
EVP & CFO(6) 1995 149,040 115,200 12,847 100,500 5,900 9,000
1994 149,040 102,400 12,777 60,775 6,450 3,750
Robert W. Entwisle, 1996 $134,280 $ 66,200 $13,510 $121,900 8,500 $ 9,500
SVP 1995 134,280 70,000 15,179 90,450 5,300 12,142
1994 134,280 62,600 15,937 55,250 5,850 6,369
Hans T. Y. Tjian, 1996 $130,008 $ 68,200 $14,970 $110,400(5) 7,650 $ 8,892
SVP 1995 130,008 66,800 15,405 82,075 4,800 9,000
1994 130,008 66,600 16,230 44,200 5,250 3,750
Charles L. Fritz, 1996 $120,960 $ 60,200 $15,530 $110,400(5) 7,650 $ 9,000
EVP & CCO 1995 120,960 59,800 15,260 82,075 4,800 9,000
1994 120,960 57,800 15,004 49,725 5,250 3,750
E. Joseph Bowler 1996 $ 98,160 $ 49,600 $14,054 $ 78,200(5) 4,150 $ 9,000
SVP & Treasurer 1995 98,160 48,500 13,597 67,000 2,900 9,000
1994 98,160 46,700 14,892 33,150 3,200 3,750
<FN>
- ------------
(1) Includes bonuses in the year in which they were earned.
(2) Includes monthly auto allowance for each individual excluding Mr. Payne,
and the amount of any taxable perquisites and split dollar life insurance
for Mr. Payne in 1996, 1995 and 1994.
(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,
1996, these individuals held the following unvested restricted performance
shares with the following fair market values, based on a price of $57.75
per share: Payne (25,050 shares valued at $1,446,638); Barnes (9,950 shares
valued at $574,613); Entwisle (8,950 shares valued at $516,863); Tjian
(8,050 shares valued at $464,888); Fritz (8,050 shares valued at $464,888);
and Bowler (5,250 shares valued at $303,188). The following table sets
forth the restricted performance share grants which were made on the
following dates to the named individuals:
JANUARY 26, 1994 JANUARY 25, 1995 JANUARY 24, 1996
MARKET PRICE: $28.06/SHARE MARKET PRICE: $30.75/SHARE MARKET PRICE: $46.375/SHARE
-------------------------- -------------------------- ---------------------------
David L. Payne 9,350 8,450 7,250
James M. Barnes 3,600 3,300 3,050
Robert W. Entwisle 3,250 2,950 2,750
Hans T. Y. Tjian 2,950 2,650 2,450
Charles L. Fritz 2,950 2,650 2,450
E. Joseph Bowler 2,050 1,850 1,350
(4) Includes 1996 matching contributions made by the Corporation under the WABC
Tax Deferred Savings/Retirement Plan ("ESOP") for the accounts of Messrs.
Payne, Barnes, Entwisle, Tjian, Fritz and Bowler of: Payne-0;
Barnes-$9,000; Entwisle-$9,500; Tjian-$8,892; Fritz-$9,000; and
Bowler-$9,000.
(5) Messrs. Barnes, Tjian, Fritz and Bowler deferred the receipt of their
restricted stock awards into the Deferral Plan.
(6) Mr. Barnes served as Executive Vice President and Chief Financial Officer
of the Corporation until his resignation in November 1996.
</FN>
</TABLE>
8
<PAGE>
<TABLE>
The following table describes stock options and stock appreciation rights
("SARs") that were granted pursuant to the Westamerica Bancorporation 1995 Stock
Option Plan (the "1995 Stock Option Plan") to the Corporation's Chief Executive
Officer and the five other most highly compensated executive officers in the
fiscal year ended December 31, 1996. All of these grants were made on January
24, 1996, based on achievement of 1995 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 ........... 31,550 19% $46.375 01/24/2006 $324,334
James M. Barnes ......... 9,450 6 46.375 01/24/2006 97,146
Robert W. Entwisle........ 8,500 5 46.375 01/24/2006 87,380
Hans T. Y. Tjian ........ 7,650 5 46.375 01/24/2006 78,642
Charles L. Fritz ........ 7,650 5 46.375 01/24/2006 78,642
E. Joseph Bowler ........ 4,150 3 46.375 01/24/2006 42,662
<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
15% annual divided growth, a risk-free rate equal to the six-year U.S.
Treasury yield of 5.40%, volatility of 17% and a six-year maturity was used
to derive the per share option value of $10.28.
</FN>
</TABLE>
<TABLE>
The following table sets forth the stock options or SARs exercised in 1996
and the December 31, 1996 unexercised value of both vested and unvested stock
options and SARs for the Corporation's Chief Executive Officer and the five
other most highly compensated executive officers.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
DECEMBER 31, 1996 VALUES
<CAPTION>
NUMBER OF SECURUTIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT IN-THE-MONEY OPTIONS/SARS
SHARES DECEMBER 31, 1996 AT DECEMBER 31, 1996(1)
ACQUIRED VALUE ----------------------------- ----------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
David L. Payne ............... -- $ -- 58,783 56,967 $1,968,681 $1,069,396
James M. Barnes .............. 15,548 448,775 20,816 15,534 735,924 277,545
Robert W. Entwisle ........... 6,975 166,356 21,066 13,984 744,848 250,001
Hans T. Y. Tjian ............. -- -- 22,300 12,600 806,640 225,376
Charles L. Fritz ............. -- -- 14,500 12,600 496,590 225,376
E. Joseph Bowler ............. 11,662 318,480 10,449 7,151 361,180 131,103
<FN>
- -----------
(1) Fair market value of the Corporation's Common Stock was $57.75 per share on
December 31, 1996.
</FN>
</TABLE>
OTHER ARRANGEMENTS
CERTAIN EMPLOYMENT CONTRACTS
WAB entered into employment agreements with Mr. Entwisle and Mr. Bowler, each
dated January 7, 1987. The agreements of these individuals are essentially
identical except for salary. Mr. Entwisle's annual base salary is $134,280 and
Mr. Bowler's is $98,160. The agreements are "evergreen" in the sense
9
<PAGE>
that the term of the agreement is automatically extended for one additional
month upon completion of each additional month of employment unless WAB gives
Mr. Entwisle or Mr. Bowler one year's notice of intent to terminate.
WAB may terminate each of these executive's employment without cause and each
of these executives may terminate his employment for "good reason," as defined
in the agreements. Under such circumstances, however, Messrs. Entwisle and
Bowler each would be entitled to severance pay equal to the sum of: (i) one
times his base salary; (ii) his maximum bonus(es) had he remained employed one
additional year past the date of termination; and (iii) an amount equal to his
automobile allowance for the one year preceding the date of termination.
The agreements with Messrs. Entwisle and Bowler also provide for the payment
to the executive of liquidated damages upon termination of employment by WAB
without cause or termination by the executive for "good reason." Under the terms
of the agreements, the amount of liquidated damages is reduced by any severance
pay received by the executive and the executive is under a duty to mitigate his
damages.
Hans T. Y. Tjian accepted a position with WAB as Senior Vice President and
Manager of Operations and Systems Administration under the terms set forth in a
letter agreement dated April 14, 1989. Under the terms of this agreement, Mr.
Tjian is entitled to: (i) receive an annual salary of $130,000; (ii) receive a
car allowance of $1,000 per month; (iii) participate in WAB's executive bonus
plan; (iv) participate in the Corporation's stock option plan; and (v) vacation
leave. In addition, Mr. Tjian is entitled to receive severance pay equal to his
annual base salary for one year if his position is eliminated as a result of a
change of control.
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 45% to 20% determined by individual and division
performance.
Corporate performance measures for 1996, which determined January 1997 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 finish construction of a new facility in Fairfield, California and
relocate the administrative and operations departments to that new
facility;
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.
10
<PAGE>
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.
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 1996 of $272,016 was established
at a level judged to be competitive with comparable positions at other financial
institutions. The Chief Executive Officer's $260,000 cash bonus earned in 1996
(included in the Summary Compensation Table listed above) and paid in January of
1997, was related 80% to the achievement of the 1996 corporate goals listed
above and 20% to achievement of individual management goals. Individual
management goals achieved in 1996 included satisfactory results from regulatory
examinations, satisfactory internal controls and satisfactory progress on
acquisitions. Compared to the 1996 corporate objectives listed above, the
Corporation:
o exceeded its targeted profitability objectives, including return on
equity, return on assets and earnings per share;
o successfully completed the construction of a new facility in Fairfield,
California and relocated the administrative and operations departments to
that new facility;
o improved credit quality measures to better than established levels;
o outperformed noninterest expense and control goals; and
o improved efficiency and productivity measures to better than targeted
levels.
The Chief Executive Officer's receipt, pursuant to the 1995 Stock Option
Plan, of 31,550 nonqualified stock options and 7,250 restricted performance
shares in January 1996 was related to achievement of the 1995 corporate
performance measures listed above. Compared to the 1995 corporate objectives
listed above, the Corporation:
o successfully completed three mergers;
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 improved efficiency measures to better than targeted levels.
Other
In 1993, the Internal Revenue Code ("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 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, 1997 are: Patrick D. Lynch, Chairman, Etta Allen, Don Emerson, Arthur C.
Latno, Jr., Catherine Cope MacMillan and Ronald A. Nelson.
11
<PAGE>
STOCK PERFORMANCE CHART(1)
[The following descriptive data is supplied in accordance with Rule 304(d) of
Regulation S-T]
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
Westamerica Bancorporation 100 122 144 160 238 323
Western Bank Monitor(2) 100 110 132 136 195 241
S&P 500 Index 100 108 118 120 165 203
(1) Assumes $100 invested on December 31, 1991 in the Corporation's Common
Stock, the S&P 500 composite stock index and SNL Securities' Western Bank
Monitor index, with reinvestment of dividends.
(2) Source: SNL Securities. While the source of the index of Western bank
stocks utilized in last year's proxy statement has discontinued its
preparation of such index, the index utilized above references the same
comparison group of Western banks as in prior years.
APPROVAL OF AUDITORS
The Board has selected KPMG Peat Marwick LLP as independent auditor for the
Corporation for the 1997 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.
12
<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 set forth below and have not been edited by
the Corporation. The Board opposes the proposal for the reasons stated below.
SHAREHOLDER PROPOSAL
The shareholders of WestAmerica Corporation request the Board of Directors
take the necessary steps to amend the company's governing instruments to adopt
the following:
Beginning on the 1998 WestAmerica Corporation fiscal year all members of
the Board of Director's total compensation will be solely in shares of
WestAmerica Corporation common stock each year. No other compensation of any
kind will be paid. Including, the elimination of retirement benefits to
directors, excluding existing contracts with directors.
SHAREHOLDER'S SUPPORTING STATEMENT
For many years the Rossi family have been submitting for shareholder vote,
at this corporation as well as other corporations, proposals aimed at putting
management on the same playing field as the shareholders. This proposal would
do just that.
A few corporations have seen the wisdom in paying directors solely in
stock. Most notably, Scott Paper (now Kimberly Clark) and Travelers.
Ownership in the company is the American way. We feel that this method of
compensation should be welcomed by anyone who feels they have the ability to
direct a major corporation's fortunes.
The directors would receive shares each year. If the corporation does
well, the directors will make more money in the value of the stock they
receive and the dividend that usually rise with more profits. If things go
bad, they will be much more inclined to correct things, because it will be
coming directly out of their pockets. Instead of the way it is done now,
where directors receive the same compensation for good or bad performance.
BOARD OF DIRECTORS' STATEMENT IN OPPOSITION TO SHAREHOLDER PROPOSAL
The Board recommends that the shareholders vote AGAINST this proposal.
The Board shares the proponent's belief in the desirability of director
ownership of stock in the Corporation and agrees that the shareholders of the
Corporation deserve a Board which is accountable to the Corporation and its
shareholders. The Board believes, however, that the Corporation's current
compensation package for its directors encourages and mandates the type of
accountability that the shareholder desires, while providing the Corporation
with the flexibility to enable it to make a determination of the optimum form of
compensation for directors necessary in order to attract and retain the most
qualified individuals possible.
The Board believes the Stock Performance Chart on page 12 of this Proxy
Statement illustrates that the Board has successfully managed the Corporation
with the interests of the shareholders in mind. 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.
13
<PAGE>
In California, the majority of public corporations compensate their directors
with cash payments as well as other benefits. During 1996, 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 Board, David L. Payne is compensated as an
employee and does not receive any annual retainer or director's fee for
attending Board or committee meetings. As an employee of the Corporation, Mr.
Payne is entitled to receive certain retirement benefits; however, no retirement
benefits are paid to any of the nonemployee directors of the Corporation.
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 Board believes that the existing compensation package for directors is
fair and appropriate in light of the obligations and responsibilities of
corporate directors. The shareholder's proposal would limit the Corporation's
ability to provide compensation to directors competitive with that paid by other
public corporations and would, as a result, limit the Corporation's ability to
attract and retain highly qualified individuals to serve as members of its
Board.
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 $4,000 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
Assistant Corporate Secretary
Dated: March 20, 1997
14
<PAGE>
PROXY WESTAMERICA BANCORPORATION PROXY
VOTING INSTRUCTIONS
TO THE TRUSTEE SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
WESTAMERICA BANCORPORATION
FOR THE ANNUAL MEETING OF SHAREHOLDERS ON APRIL 22, 1997
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 22, 1997 and
any postponement or adjournment thereof.
These 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 VOTING INSTRUCTIONS PROMPTLY,
USING THE ENCLOSED ENVELOPE.
(Continued, and to be signed on the other side)
<PAGE>
[ X ] Please mark
your votes
as this
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1.
WITHHOLD
FOR FOR ALL
Item 1--ELECTION OF DIRECTORS [ ] [ ]
Etta Allen, Louis E. Bartolini,
Charles I. Daniels, Jr., Don
Emerson, Arthur C. Latno, Jr.,
Patrick D. Lynch, Catherine C. MacMillan, Ronald A. Nelson,
Carl R. Otto, David L. Payne, Edward B. Sylvester
WITHHELD FOR: (Write that nominee's name in the
space provided below).
- -----------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 2.
FOR AGAINST ABSTAIN
Item 2--APPROVAL OF AUDITORS. [ ] [ ] [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEM 3.
FOR AGAINST ABSTAIN
Item 3--SHAREHOLDER'S PROPOSAL CONCERNING CHANGING [ ] [ ] [ ]
METHOD OF COMPENSATION FOR DIRECTORS.
I PLAN TO ATTEND MEETING [ ]
If you check this box to the right
an admission card will be sent to you.
SIGNATURES(S)________________________________________ DATE________________
NOTE: PLEASE SIGN AS NAME APPEARS HEREON. JOINT OWNERS SHOULD EACH SIGN. WHEN
SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE
FULL TILE 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.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
[GRAPHIC OMITTED] WESTAMERICA BANCORPORATION
March 20, 1997
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 22, 1997 (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, 1996, and your pro rata share of any unallocated shares held by the
Plan as of February 28, 1997.
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.
If the Trustee does not receive written instructions from you before the
close of business on April 15, 1997, 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
Assistant Corporate 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 22, 1997
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 22, 1997,
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.
- ------------------------------------
COMMENTS/ADDRESS CHANGE
(Continued, and to be signed on the other side)
<PAGE>
[ X ] Please mark
your votes
as this
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1.
Item 1--ELECTION OF DIRECTORS WITHHOLD
Etta Allen, Louis E. Bartolini, FOR FOR ALL
Charles I. Daniels, Jr., Don [ ] [ ]
Emerson, Arthur C. Latno, Jr.,
Patrick D. Lynch, Catherine C. MacMillan, Ronald A. Nelson,
Carl R. Otto, David L. Payne, Edward B. Sylvester
WITHHELD FOR: (Write that nominee's name in the
space provided below).
- -----------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 2.
FOR AGAINST ABSTAIN
Item 2--APPROVAL OF AUDITORS. [ ] [ ] [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEM 3.
FOR AGAINST ABSTAIN
Item 3--SHAREHOLDER'S PROPOSAL CONCERNING CHANGING [ ] [ ] [ ]
METHOD OF COMPENSATION FOR DIRECTORS.
I PLAN TO ATTEND MEETING [ ]
If you check this box to the right
an admission card will be sent to you.
Discontinue mailing Annual Report [ ]
subject to Proxy regulations.
I have made an address change [ ]
or comment on the reverse side of this Proxy.
SIGNATURES(S)________________________________________ DATE________________
NOTE: PLEASE SIGN AS NAME APPEARS HEREON. JOINT OWNERS SHOULD EACH SIGN. WHEN
SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE
FULL TILE 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.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
MEETING TICKET REQUEST INSTRUCTIONS
WESTAMERICA BANCORPORATION
ANNUAL MEETING OF SHAREHOLDERS
7:30 P.M., TUESDAY, APRIL 22, 1997
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 ChaseMellon Shareholder Services, Proxy Processing, Church
St. 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) 257-8026.
DO NOT RETURN THIS CARD WITH YOUR PROXY
<PAGE>
- --------------------------------------------------------------------------------
SHAREHOLDER/GUEST
- --------------------------------------------------------------------------------
This is your ticket for the Westamerica Bancorporation Annual Meeting of
Shareholders, 7:30 P.M., Tuesday, April 22, 1997, at the Showcase Theatre, Marin
Center, San Rafael, California. With your ticket you can bypass the registration
process and go directly into the meeting.
Only shareholders of record as of February 28, 1997, or their proxies, may
address the meeting.
Thank you for your interest in Westamerica Bancorporation. We look forward to
seeing you on April 22nd.
ADMITS TWO
Please indicate number attending ________
<PAGE>
MEETING TICKET
WESTAMERICA BANCORPORATION
Attn: Corporate Secretary
1108 Fifth Avenue
San Rafael, CA 94901
