WESTAMERICA CORP
SC 13G/A, 1997-09-08
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                                (Amendment No. 1)

                            WestAmerica Corporation
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                         Common Stock, $0.01 Par Value
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   95709H304
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

1)       NAME OF REPORTING PERSON AND S.S.
                Edward R. Foraker ###-##-####

2)       (b) NOT A MEMBER OF A GROUP

3)       SEC USE ONLY

4)       CITIZENSHIP OR PLACE OF ORGANIZATION
                  U.S.A.

5)       NUMBER OF SHARES BENEFICIALLY OWNED WITH SOLE VOTING POWER
                  1,000

6)       NUMBER OF SHARES BENEFICIALLY OWNED WITH SHARED VOTING POWER
                  None

7)       NUMBER OF SHARES BENEFICIALLY OWNED WITH SOLE DISPOSITIVE
         POWER
                  1,000

8)       NUMBER OF SHARES BENEFICIALLY OWNED WITH SHARED DISPOSITIVE
         POWER
                  None

9)       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                  1,000

10)      Inapplicable

11)      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                  0.0001%

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INFORMATION TO BE INCLUDED IN THE SCHEDULE 13G (Amendment No. 1)

Item 1(a).     NAME OF ISSUER

                           WestAmerica Corporation

Item 1(b).                 ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES

                           P.O. Box 40, Dewey, OK 74029

Item 2(a).                 NAME OF PERSON FILING

                           Edward R. Foraker
                           ###-##-####

Item 2(b).                 ADDRESS OF PRINCIPAL BUSINESS OFFICE

                           4141 N. Scottsdale Road, Suite 100,
                           Scottsdale, AZ 85251

Item 2(c).                 CITIZENSHIP

                           U.S.A.

Item 2(d).                 TITLE OF CLASS OF SECURITIES

                           Common Stock

Item 2(e).                 CUSIP NUMBER

                           95709H304

Item 3.                    Not applicable

Item 4(a).                 AMOUNT BENEFICIALLY OWNED

                           1,000 (see Note 1 below).

Item 4(b).                 PERCENT OF CLASS

                           0.0001% (see Note 1 below).

Item 4(c).                 NUMBER OF SHARES TO WHICH SUCH PERSON HAS

                           (i)      SOLE POWER TO VOTE OR TO DIRECT THE VOTE

                                    1,000 (see Note 1 below).

                           (ii)     SHARED POWER TO VOTE OR DIRECT THE VOTE None
                                    (see Note 1 below).

                           (iii)    SOLE POWER TO DISPOSE OR DIRECT THE
                                    DISPOSITION OF

                                    1,000 (see Note 1 below).

                           (iv)     SHARED POWER TO DISPOSE OR DIRECT THE
                                    DISPOSITION OF

                                    None (see Note 1 below).

<PAGE>   3
Item 5.                    OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

                           As of August 6, 1997 and continuing on the date
                           hereof, the reporting person has ceased to be a
                           beneficial owner of more than five percent of the
                           class of securities.

Item 6.                    OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
                           ANOTHER PERSON

                           Inapplicable.

Item 7.                    IDENTIFICATION AND CLASSIFICATION OF THE
                           SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
                           REPORTED ON BY THE PARENT HOLDING COMPANY

                           Inapplicable.

Item 8.                    IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF
                           THE GROUP

                           Inapplicable.

Item 9.                    NOTICE OF DISSOLUTION OF GROUP

                           Inapplicable.

Item 10.                   CERTIFICATION

                           Inapplicable.

- ----------------------------

Note 1:  The anticipated change of control reported in the Issuer's Form 8-K
         dated June 18, 1997, occurred on August 6, 1997, pursuant to an
         agreement made as of June 26, 1997 when the Issuer's CUSIP Number was
         95709H106. On July 2, 1997, there was a one for three reverse stock
         split, resulting in the reporting person, his family and his IRA,
         beneficially owning 454,338 shares at the time of the consummation of
         the agreement which resulted in a change of control. (Equity Drilling
         Company, Inc., IRS ID No. 942- 170-729, with which the reporting person
         jointly filed Schedule 13G dated February 14, 1990, has not, since
         March 30, 1990 (the date it ceased to exist) beneficially owned any
         shares of the Issuer.




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                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Date:  September 8, 1997                /s/ Edward R. Foraker
                                            -------------------
                                            Edward R. Foraker








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