WESTAMERICA CORPORATION
P.O. BOX 40
DEWEY, OKLAHOMA 74029
PROXY STATEMENT
for
ANNUAL MEETING OF STOCKHOLDERS
To be Held October 30, 1995
SOLICITATION OF PROXIES
This Proxy Statement is furnished to stockholders of record of WestAmerica
Corporation (the "Company"), as of September 15, 1995 in connection with the
solicitation of proxies by the board of directors and management of the Company
to be used in voting at the Company's annual meeting of stockholders to be held
on October 30, 1995, and any and all adjournments thereof, (the "Meeting") at
2:00 P.M. at the office of WestAmerica Investment Group, Inc., 4141 North
Scottsdale Road, Suite 100, Scottsdale, Arizona 85251, for the purposes set
forth in the accompanying Notice of Annual Meeting. The approximate date of
mailing the accompanying Notice of Annual Meeting and this Proxy Statement to
stockholders was September 29, 1995.
When Proxies are returned properly executed, the shares represented thereby will
be voted. If the Proxies are signed with a preference indicated, the shares
will be voted accordingly. However, if no choice has been specified and if the
Proxy is executed in such a manner as not to withhold authority to vote for
election of directors, the shares will be voted FOR each proposal, including
election of directors. Any stockholder giving a Proxy has the power to revoke
it at any time before it is voted by filing with the Secretary of the Company
either an instrument revoking the Proxy or a duly executed Proxy bearing a later
date. Proxies may also be revoked by any stockholder present at the meeting who
expresses a desire to vote his shares in person.
The total cost of this solicitation will be borne by the Company. Although not
anticipated, in addition to the use of the mails, certain officers, directors or
regular employees of the Company without receiving additional compensation may
solicit Proxies personally by telephone or telegraph. The Company may reimburse
persons holding shares in their own names or in the names of their nominees for
expenses they incur in obtaining instructions from beneficial owners of such
shares.
QUORUM AND VOTING
The presence in person or by proxy of the holders of a majority of the shares
issued and outstanding at the meeting will constitute a quorum for the
transaction of business. The vote required to approve any matter contained
herein and to be presented at the Annual Meeting is a majority of the Company's
issued and outstanding Common Stock present in person or by proxy at the
meeting, each share of which is entitled to one vote.
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The Company's only class of voting securities is common stock, Par Value $.01
per share. The close of business on date September 15, 1995 has been fixed as
the record date for the determination of shareholders entitled to notice of, and
to vote at, the meeting or any adjournment thereof. As of the record date there
were 2,976,082 shares of common stock issued and outstanding, each share being
entitled to one vote on each matter to be voted on.
There is no cumulative voting with respect to the election of directors. None
of the proposals to be voted on by shareholders at the Meeting give rise to
dissenters' right of appraisal.
A list of shareholders entitled to vote at the meeting will be available at the
Company's offices for a period of ten days prior to the meeting for examination
by any shareholder, and at the meeting itself.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of the record date with respect to
any person (including any "group" as that term is used in Section 13(d) (3) of
the Securities Exchange Act of 1934), who is known to management of the Company
to be the beneficial owner of more than 5% of the Company's only class of voting
securities, common stock:
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP OF CLASS
Edward R. Foraker* 1,220,052(1) 41.00%(1)
4141 N. Scottsdale Rd., Ste 100
Scottsdale, Arizona 85251
William F. Groszkruger 174,749(2)(3) 5.87%(2)(3)
4141 N. Scottsdale Rd., Ste 100
Scottsdale, Arizona 85251
*Because of his position with the Company and his equity ownership therein, Mr.
Foraker may be deemed to be a "parent" of the Company for purposes of the
Securities Act of 1933.
(1) Does not include 36,513 shares (1.23%) owned by Mr. Foraker's wife with
respect to which Mr. Foraker disclaims beneficial ownership.
(2) Does not include 20,325 shares (.07%) owned by Mr. Groszkruger's wife, with
respect to which Mr. Groszkruger disclaims beneficial ownership.
(3) Held jointly with his wife.
As of August 1, 1995, the officers and directors of the Company as a group (5
persons), were entitled together with their wives, to vote 1,546,965 shares of
the Company's Common Stock (51.97%). It is management's intention to vote such
shares in favor of the nominees for directors.
IDENTIFICATION OF EXECUTIVE OFFICERS
The following table furnishes information, as of August 1, 1995, concerning
executive officers of the Company. See also "BUSINESS EXPERIENCE," below.
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Position and Office Held Officer
Name Age with the Company Since
Edward R. Foraker 56 President and Chairman 1988
of the Board of Directors
Robin Hadley 38 Secretary 1989
ELECTION OF DIRECTORS
The Company's bylaws call for a board of directors consisting of one to seven
members.
Five directors of the Company will be elected at the Meeting and will hold
office until the next annual meeting of stockholders and until their respective
successors are duly elected and qualified.
It is intended that the proxy solicited by this Proxy statement will be voted
FOR the election of the nominees name below, all of whom have consented to be
named and have indicated their intent to serve if elected. If any nominee for a
position on the board of directors of the Company is unable to stand for
election for any reason, the Proxy holders named in the Proxy are expected to
vote for the nominee for that position designated by the board of directors or,
if one is not so designated, are expected to consult with the board of directors
of the Company in determining how to vote the shares they represent.
Set forth below is information as to the Company's directors (who are nominees
for reelection as directors), which information is as of August 1, 1995. See
also "BUSINESS EXPERIENCE," below.
Amount
and
Date Nature of
Principal Director Terms Beneficial Percent
Name Age Occupation Since Expires Ownership of Class
Edward R. Foraker 56 President 1988 1995 1,220,052(1) 41.00(1)
and Chairman Annual
of the Board Meeting
of the
Company
William F. 71 Director 1994 1995 174,749 5.87(2)
Groszkruger Annual (3)
Meeting
Thomas P. Delnoce 47 Director 1994 1995 63,664 2.14(3)
President of Annual
WestAmerica Meeting
Investment Group, Inc.
Michael C. Pryor 40 Director 1994 1995 31,662 1.06(3)
Annual
Meeting
Robert Coleman 68 Director 1994 1995 -0- -0-
Annual
Meeting
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(1) Does not includes 36,513 shares held by Mr. Foraker's wife, with respect to
which Mr. Foraker disclaims beneficial ownership.
(2) Does not includes 20,325 shares held by Mr. Groszkruger's wife, with
respect to which Mr. Groszkruger disclaims beneficial ownership.
(3) Held jointly with his wife.
Three formal board meetings were held during fiscal 1994. Certain additional
actions taken by the board during fiscal 1994 were consented to pursuant to
memoranda of action in lieu of meetings, to which the incumbent directors
subscribed.
The Company does not have a standing audit, nominating or compensation committee
of the board of directors or committees performing similar functions.
BUSINESS EXPERIENCE
Mr. Foraker, is a graduate of Fresno State University, and holds an M.B.A. from
U.C.L.A. His entire business experience has been in the investment and oil and
gas industries. After graduation, he worked for several major investment
brokerage firms in various sales and management positions. He became an
independent oil and gas producer in 1970, and therafter founded ECC Resources
Corporation and Equity Drilling Company Inc. He is Chairman of the Board and
President of WestAmerica Corporation and Executive Vice President and Director
of WestAmerica Investment Group, Inc.
Ms. Hadley attended Tulsa Junior College where she majored in accounting.
Between 1980 and 1983 she was employed by Franklin Supply Company, an oilfield
supply and equipment organization, in the accounting department. She joined a
predecessor of WestAmerica Corporation in 1983 in the accounting department.
Since 1989 she has been office manager and corporate secretary of WestAmerica
Corporation.
Mr. Groszkruger attended UCLA undergraduate and graduate school, following three
years service in the U.S. Air Corps in WWII. He began his business career at
E.F. Hutton & Company where he held various sales and management positions
before becoming the Corporate Officer in charge of the firm's Southern
California division and serving on E.F. Hutton's Board of Directors. He then
joined Schwabacher & Co., as partner in charge of marketing and sales.
Schwabacher merged into Blair & Co., and Groszkruger became an officer in charge
of marketing and sales for the company's nationwide offices. He then became one
of three senior executives of Halle & Stieglitz, an international firm based in
New York City. He returned to California to join Paine Webber in 1973, served
in various management positions, and in September, 1983, was asked to coordinate
the merger with Lincoln based First Mid America, Inc. His responsibilities were
expanded to include 25 Paine Webber offices. In 1985, he was one of the
founders of Smith Hayes Financial Services Corp., in Lincoln, Nebraska. In 1990
he became Chairman and Chief Executive Officer of WestAmerica Investment Group
which position he currently holds.
<PAGE> Page 4
Mr. Delnoce is a graduate of Arizona State University where he earned a BS in
Business Administration while on a football scholarship. His entire business
career has been in the brokerage and investment management business. After
graduating in 1972 he became an investment broker with Shearson-Hamill. For
eight years of his career he was responsible for conducting securities and
financial market research as well as being portfolio manager for managed
accounts and a publicly held growth mutual fund. In 1990, he became President
and Director of WestAmerica Investment Group, positions he currently holds. He
is also Vice-Chairman of the National Association of Securities Dealers District
#3 Business Conduct Committee and serves on the board of the NASD arbitration
committee and nomination committee.
Mr. Pryor graduated in 1978 from the University of Southern California with a BA
in Economics and Business Administration. After graduation he was employed by
State Fish Co. of San Pedro, CA to supervise their cold storage and packaging
facility. In 1984 he began his investment career as a Financial Consultant with
Merrill Lynch & Co. In 1990, he joined WestAmerica Investment Group, Inc.
where he is currently an investment representative and member of the board of
directors.
Mr. Coleman graduated from UCLA in 1950 with a B.A. degree in Business
Administration. His entire business career has been in the brokerage and
investment management business. After graduation, he became an investment
broker with Merrill Lynch, Pierce Fenner & Smith and has held several positions
in the industry including investment broker, branch manager, and national sales
manager for various firms. He is currently owner of Coleman Financial Planning
located in Pasadena, California and Branch Manager and Registered Principal of
The Weil Company branch office located in Pasadena, California. In 1994, he was
elected director of WestAmerica Corporation.
REMUNERATION OF DIRECTORS AND OFFICERS
Directors receive no remuneration for their services.
Cash compensation paid by the Company for all services provided during the 1994
calendar year to (i) those of the Company's executive officers whose cash
compensation exceeded $100,000 and (ii) to all executive officers as a group is
set forth in the following table:
Name of Individual Capacity(ies) Cash
or Number in a Group in Which Served Compensation
Edward R. Foraker President of the Company and $ 126,266(1)
Executive V.P. of WIG
Thomas P. Delnoce President of WIG $ 131,241(2)
All Executive Officers(4 Persons as a Group) $ 338,659
(1) Includes $ 24,464 in commissions.
(2) Includes $131,241 in commissions.
The Company has no plans pursuant to which any additional compensation is paid
other than ordinary life, health and accident insurance plans generally
available to all employees.
<PAGE> Page 5
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On June 28, 1993, the Company exchanged 200,000 shares of it's common stock for
Mr. and Mrs. Groszkruger's and one other shareholder's shares of WestAmerica
Investment Group, Inc. (WIG) which resulted in the Company increasing it's
voting common stock ownership interest in WIG to 51.41%. Mr. Groszkruger
received 169,202 and Mrs. Groszkruger 14,325 shares of the Company's common
stock as a result of this transaction. In September 1993, the Company entered
into a stock exchange agreement with certain shareholders of WIG whereby the
Company issued 398,763 shares of its sotck in exchange for common shares of WIG,
thereby increasing the Company's ownership of WIG to 96%. In June 1994, WIG
acquired 4% of its stock from an individual, raising WestAmerica Corporation's
interest in WIG to 100%.
The company is indebted to Mr. Foraker in the amount of $99,192 evidenced by a
promissory note due on demand with interest payable at 10% per annum.
ANNUAL REPORT
The Annual Report to Stockholders of the Company for the fiscal year ended March
31, 1995, which includes audited financial statements, has been mailed to
Stockholders contemporaneously herewith, but such Report is not incorporated in
this Proxy Statement and is not deemed to be a part of the proxy soliciting
material.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has also appointed the accounting firm of Tullius Taylor
Sartain & Sartain to audit the financial statements of the Company for the year
ending March 31, 1996. Such appointment will not be submitted to shareholders
for approval. Tullius & Taylor Sartain & Sartain or its predecessor, Tullius &
Taylor have audited the Company's financial statements for its 1990 through 1995
fiscal years. Representatives of Tullius Taylor Sartain & Sartain are expected
to be present at the meeting to respond to appropriate questions from
shareholders and will be given the opportunity to make a statement at the
meeting should they desire to do so.
PROPOSAL OF STOCKHOLDERS FOR 1996 MEETING
Proposals of stockholders intended to be presented at the 1996 annual meeting of
shareholders must be received by the Secretary, WestAmerica Corporation, P.O.
Box 40, Dewey, Oklahoma 74029 no later than date May 30, 1996.
OTHER MATTERS
Management knows of no other business to be presented at the meeting, but if
other matters do properly come before the meeting it is intended that the
persons named in the Proxy will vote on said matters in accordance with their
best judgement.
The above notice and Proxy Statement are sent by order of board of directors.
/s/ Robin Hadley
Corporate Secretary
Dated: August 1, 1995
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<Cover>
WESTAMERICA CORPORATION
P.O. Box 40
Dewey, Oklahoma 74029
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be Held date October 30, 1995
To the Shareholders of
WestAmerica Corporation
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of WestAmerica
Corporation (the "Company") will be held at the offices of WestAmerica
Investment Group, Inc., 4141 North Scottsdale Road, Suite 100, Scottsdale,
Arizona 85251, at 2:00 p.m. for the following purposes:
1. To consider and act on a proposal to elect five directors of the
company, and
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The close of business on September 15, 1995 has been fixed as the record date
for determination of shareholders entitled to notice of and to vote at the
meeting and any adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Robin Hadley
Dated: August 1, 1995
WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE MARK, SIGN, DATE AND
RETURN THE ACCOMPANYING PROXY CARED IN THE ENCLOSED, POSTAGE PREPAID ENVELOPE.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. IF YOU DO ATTEND THE
MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON. A PROMPT RESPONSE IS
REQUIRED.
