WESTAMERICA CORPORATION
P.O. BOX 40
DEWEY, OKLAHOMA 74029
PROXY STATEMENT
for
ANNUAL MEETING OF STOCKHOLDERS
To be Held October 30, 1996
SOLICITATION OF PROXIES
This Proxy Statement is furnished to stockholders of record of
WestAmerica Corporation (the "Company"), as of August 12, 1996 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, 1996, 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, 1996.
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.
<PAGE>
The Company's only class of voting securities is common stock, Par
Value $.01 per share. The close of business on date September 15,
1996 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 8,685,875
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
Casmyn Corp. 5,680,514 65.40%(1)
1335 Greg Street, Unit 104
Sparks, Nevada 89431
Edward R. Foraker* 1,220,052(2) 14.05%(2)
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) Mr. Foraker holds a proxy to vote the shares owned by Casmyn
which expires on May, 24, 1997
(2) Does not include 36,513 shares (1.23%) owned by Mr. Foraker's
wife with respect to which Mr. Foraker disclaims beneficial
ownership.
As of August 12, 1996, the officers and directors of the Company as a
group (5 persons), were entitled together with their wives, to vote
1,526,601 shares of the Company's Common Stock (17.58%). 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 12, 1996,
concerning executive officers of the Company. See also "BUSINESS
EXPERIENCE," below.
<PAGE>
Position and Office Held
Officer
Name Age with the Company
Since
Edward R. Foraker 57 President and Chairman
1988
of the Board of Directors
Robin Hadley 39 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 12, 1995. See also "BUSINESS EXPERIENCE," below.
<TABLE>
<CAPTION>
Amount
and
Date Nature of
Principal Director Terms Beneficial Percent
Name Age Occupation Since Expires Ownership of Class
<S> <C> <C> <C> <C> <C> <C>
Edward R. Foraker 57 President 1988 1996 1,220,052(1) 14.05(1)
and Chairman Annual
of the Board Meeting
of the
Company
William F. 72 Director 1994 1996 174,749 2.01(2)
Groszkruger Annual (3)
Meeting
Stewart F. Smith 47 Director 1996 1996 63,850 .007(3)
Michael C. Pryor 41 Director 1994 1996 31,662 .004(3)
Annual
Meeting
Robert Coleman 69 Director 1994 1996 -0- -0-
Annual
<PAGE>
<FN>
<F1>
(1) Does not includes 36,513 shares held by Mr. Foraker's wife, with
respect to which Mr. Foraker disclaims beneficial ownership.
<F2>
(2) Does not includes 20,325 shares held by Mr. Groszkruger's wife,
with respect to which Mr. Groszkruger disclaims beneficial
ownership.
<F3>
(3) Held jointly with his wife.
</FN>
</TABLE>
Three formal board meetings were held during fiscal 1995. Certain
additional actions taken by the board during fiscal 1995 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 thereafter founded ECC Resources Corporation and Equity
Drilling Company Inc. He is Chairman of the Board and President of
WestAmerica Corporation 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 W.W.II. 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>
Mr. Smith is a graduate of Arizona State University where he earned a
BS in Economics. He began his career as manager and foreman of S & N
Farms of Chandler, AZ. In 1979 he became owner and manager of Double
S Farms of Mesa, AZ. Since becoming an investment broker in 1983, has
specialized in managing retirement assets, pension, profit sharing and
IRA rollovers.
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 1995 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 $ 131,184(1)
Executive V.P. of WIG
Stewart F. Smith Vice President of WIG $ 111,801(2)
All Executive Officers(4 Persons as a Group) $ 349,293
(1) Includes $ 36,239 in commissions.
(2) Includes $111,801 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>
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 stock 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 $191,000
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, 1996, 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, 1997. 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 1996 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 1997 MEETING
Proposals of stockholders intended to be presented at the 1997 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, 1997.
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 12, 1996
<PAGE>
WESTAMERICA CORPORATION
P.O. Box 40
Dewey, Oklahoma 74029
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be Held date October 30, 1996
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, 1996 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 12, 1996
WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE MARK, SIGN,
DATE AND RETURN THE ACCOMPANYING PROXY CARD 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.
