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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 18, 1997
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WestAmerica Corporation
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(Exact name of registrant as specified in its charter)
Oklahoma 0-17538 73-1322822
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Highway 75 North, Dewey, Oklahoma 74029
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(Address of principal executive offices) (Zip Code)
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(Former name or former address, if changed since last report)
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INFORMATION TO BE INCLUDED IN THE 8-K REPORT
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Effective as of June 26, 1997, Edward R. Foraker ("Foraker") and
W.F. Groszkruger ("Groszkruger") entered into a Stock Purchase Agreement with
Capital Investment Partners, Inc., a Delaware corporation ("Capital") whereby
Foraker and Groszkruger have agreed to sell all of their outstanding shares of
common stock of the Registrant (the "Shares") to Capital. Foraker and
Groszkruger shall collectively be referred to as "Sellers." Foraker, in
addition to being a member of the Board of Directors of the Registrant, is also
President, Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer. Groszkruger is a member of the Board of
Directors. Capital is a private investment banking firm involved in financing
Sportsworld 2000 Resort, Inc., a sports based theme park and time share project
planned for Orlando, Florida.
Sellers collectively own 1,635,810 Shares (Foraker owns 1,360,015
Shares and Groszkruger owns 275,795 Shares) which represent approximately 52%
of the total issued and outstanding Shares of the Registrant. Upon the
completion of the purchase of Shares by Capital, a change of control of the
Registrant will occur from Sellers to Capital.
In consideration for the Shares, Capital shall pay to Sellers the sum
of $2,862,667. The source of the funds to be used to pay to Sellers is
private investor funds and working capital. In connection with the Stock
Purchase Agreement, effective as of July 2, 1997, the common stock of the
Registrant was split one for three. The Registrant will continue its oil and gas
operations.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) Registrant owns beneficially and of record all of the
issued and outstanding capital stock of WESTAMERICA INVESTMENT GROUP, INC., a
California corporation ("WAIG"), which capital stock consists of 531,512.68
shares of common stock, par value $0.7795 per share ("WAIG Shares"). WAIG is a
broker-dealer duly registered with the Securities and Exchange Commission and
is a member in good standing with the National Association of Securities
Dealers, Inc. engaged in the general securities business.
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On or about June 18, 1997, the Registrant pursuant to the terms of a
Stock Purchase Agreement (the "Purchase Agreement") with OLYMPIC CASCADE
FINANCIAL CORPORATION, a Delaware corporation ("Olympic"), sold and transferred
all of its WAIG shares to Olympic. Olympic, through its wholly-owned
subsidiary, National Securities Corp., conducts a national brokerage and
underwriting business in 18 states. Olympic also conducts investment banking,
institutional brokerage and research and training activities for small to
middle market companies through the southern California offices of its wholly
owned subsidiary, L.H. Friend, Weinress, Frankson & Presson, Inc. In
consideration for the sale and transfer of the WAIG Shares, Olympic agreed to
pay the Registrant the sum of $443,000. The amount of the consideration paid
by Olympic to the Registrant was determined on the basis of an arms-length
transaction, based on value of the business assets and its client basis. The
Purchase Agreement also contains customary warranties, representations and
covenants of the parties. Registrant will continue to operate its oil and gas
business.
This is no material relationship between the Registrant and its
subsidiaries, including WAIG and Olympic or between any officer or director of
the Registrant or its subsidiaries or any officer or director of Olympic.
(b) Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Not applicable.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
(a) Stewart Smith and Michael C. Pryor, employees of
WestAmerica Investment Group resigned as directors of the Registrant effective
as of June 25, 1997 to pursue other interests. Neither Mr. Smith nor Mr. Pryor
resigned because of a disagreement with the Registrant on any matter relating
to the Registrant's operations, policies or practices.
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(b) Not applicable.
(c) Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 2, 1997 WESTAMERICA CORPORATION
An Oklahoma Corporation
By: /s/ Edward R. Foraker
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Edward R. Foraker, President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer
By: /s/ William F. Groszkruger
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William F. Groszkruger, Director
By: /s/ Robert M. Coleman
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Robert M. Coleman, Director
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