SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
VALLICORP HOLDINGS, INC.
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(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
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(Title of Class of Securities)
92023F-106
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(CUSIP Number)
David L. Payne
Westamerica Bancorporation
1108 Fifth Avenue
San Rafael, CA 94901
Telephone: (415) 257-8000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
copies to:
Jonathan D. Joseph
Pillsbury Madison & Sutro LLP
235 Montgomery Street
San Francisco, CA 94104
Telephone: (415) 983-1071
March 19, 1997
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
(Continued on following pages)
Page 1
1. NAME OF REPORTING PERSON Westamerica Bancorporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
94-2156203
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION California
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NUMBER OF 7. SOLE VOTING POWER 115,500
SHARES
BENEFICIALLY
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OWNED BY 8. SHARED VOTING POWER -0-
EACH -------------------------------------------------
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER 115,500
WITH -------------------------------------------------
10. SHARED DISPOSITIVE POWER -0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 14,195,450*
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11) 100%
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14. TYPE OF REPORTING PERSON CO
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* Upon either waiver or satisfaction of certain conditions to
Westamerica Bancorporation's ("Westamerica") obligations under
the Agreement (as defined herein), Westamerica will have the
right to acquire all the issued and outstanding stock of
ValliCorp Holdings, Inc. ("ValliCorp") pursuant to the
Agreement (as defined herein). Westamerica has been advised
by ValliCorp that the number of shares outstanding as of
March 19, 1997 was 14,195,450. Pursuant to the Agreement,
all of the shares owned by Westamerica as set forth on
lines 7 and 9 above will be canceled effective upon
consummation of the transaction.
Amendment No. 1 to Schedule 13D
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The Reporting Person, Westamerica Bancorporation ("Westamerica"),
hereby amends and supplements the Schedule 13D filed on November 21,
1997 (the "Original Statement") with regard to ValliCorp Holdings, Inc.
(the "Issuer") as a result of Westamerica and/or the Issuer receiving
certain regulatory approvals which may enable the parties to proceed
with the consummation of the merger (the "Merger") pursuant to the
Agreement and Plan of Reorganization, as amended, among Westamerica,
Issuer and ValliWide Bank, dated as of November 11, 1996 (the
"Agreement").
On March 19, 1997 the Board of Governors of the Federal Reserve
System approved the terms of the Merger and notice of such approval was
sent to the Justice Department for an antitrust review. The waiting
period prescribed for such review will expire on or about April 3, 1997,
and while the transaction may not be consummated until April 3,
1997, the Federal Reserve Board's letter of approval states that "[t]he
United States Attorney General has advised the Board that consummation
of the proposal is not likely to have a significantly adverse effect on
competition in any relevant banking market." Therefore, Westamerica
believes it is not likely that the transaction will be challenged on
antitrust grounds. As a result, the consummation of the Merger can
occur promptly after all conditions to Westamerica's obligations to
consummate the Merger contained in the Agreement are either waived or
satisfied. In connection with the consummation of the Merger,
Westamerica will exchange a certain number of shares of its
common stock, no par value, as is determined pursuant to the Agreement,
for all the Issuer's issued and outstanding shares of common stock, no
par value and substitute options to acquire Westamerica common stock for
options to acquire the Issuer's common stock. In the event the Merger
is consummated, ValliCorp will be merged with and into Westamerica.
Immediately thereafter Westamerica would own 100% of the outstanding
common stock of ValliWide Bank, ValliCorp's principal subsidiary.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Original Statement is hereby amended by deleting
paragraph (a) thereof in its entirety and replacing it with the
following:
(a) On March 19, 1997, subject to a fifteen day waiting period,
Westamerica had the potential ability to acquire, and therefore
beneficial ownership under Rule 13d-3 promulgated by the Securities and
Exchange Commission under Section 13(d) of the Securities Exchange Act
of 1934, 100% of the shares of ValliCorp common stock outstanding as of
the Effective Date.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Dated as of March 27, 1997.
WESTAMERICA BANCORPORATION
By /s/ Dennis R. Hansen
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Dennis. R. Hansen
Senior Vice President
and Controller
