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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
WESTAMERICA CORPORATION
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(Name of Issuer)
Common Stock, $0.01 Par Value
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(Title of Class of Securities)
95709-30-4
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(CUSIP Number)
Steven C. Metzger
Prager, Metzger & Kroemer PLLC
2626 Cole Avenue, Suite 900
Dallas, Texas 75204-1083
(214) 969-7600
(214) 523-3838 (Fax)
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 22, 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 [ ].
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CUSIP NO. 73179 10 9
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Black Sea Investments, Ltd. FEI# None
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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
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Turks and Caicos Islands
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7 SOLE VOTING POWER
NUMBER OF
879,121
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 879,121
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
879,121
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
879,121
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,002,506*
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.26%
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14 TYPE OF REPORTING PERSON
CO
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* Based on the assumptions stated by virtue of Rule 13d-3(d)
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the acquisition of securities of WestAmerica
Corporation, an Oklahoma corporation (the "Issuer" or "WestAmerica") which has
its principal executive offices located at 3300 S.W. 34th Avenue, Suite 148,
Ocala, Florida 34474.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) and (f). This statement is filed by Black Sea Investments,
Ltd. ("Black Sea"), a Turks and Caicos Islands corporation which has its
registered offices located at Cockburn House, Cockburn Town, Grand Turk, c/o
Finbar F. Dempsey. Black Sea is actively engaged in various investment
activities involving the purchase and sale of securities.
The name, business address, present principal occupation or
employment, and the name, principal business and address of any corporation or
other organization in which such employment is conducted of each of the
executive officers or directors of Black Sea are set forth on Schedule 1
attached hereto. The citizenship of each of the individuals listed on Schedule
1 is also identified thereon.
(d) During the last five years, neither Black Sea nor any of its
executive officers or directors has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors.)
(e) During the last five years, neither Black Sea nor any of its
executive officers or directors has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which has resulted in
a judgment, decree or final order enjoining future violations of, or
prohibiting activities subject to, federal or state securities laws or finding
any violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The total purchase price required by Black Sea to purchase the
securities acquired on November 5, 1997 described in Item 5 below of $250,000
was paid by Black Sea in cash from its general corporate funds.
ITEM 4. PURPOSE OF TRANSACTION.
Black Sea acquired the securities described under Item 5 below in
order to obtain a significant investment position in the Issuer. Black Sea has
no present plans or proposals which would result in Black Sea seeking to
acquire the entire equity interest in the Issuer. Except as set forth in this
Statement on Schedule
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13D, Black Sea has no present plans or proposals which relate to or would
result in:
(a) the acquisition by any person of additional
securities of the Issuer or the disposition of securities of the
Issuer, except that Black Sea may, if the appropriate opportunity
exists, acquire additional securities of the Issuer or dispose of any
portion or all of the Securities of the Issuer presently owned; or
(b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation involving the Issuer or any of
its subsidiaries; or
(c) a sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries; or
(d) a change in the present Board of Directors or
management of the Issuer, including any plans or proposals to change
the number or term of directors or to fill any existing vacancies on
the Board; or
(e) any material change in the present capitalization or
dividend policy of the Issuer; or
(f) any other material change in the Issuer's business or
corporate structure; or
(g) changes in the Issuer's Charter, Bylaws or
instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person; or
(h) causing a class of securities of the Issuer to be
de-listed from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; or
(i) a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Pursuant to an Offshore Securities Subscription Agreement dated and
accepted November 5, 1997, Black Sea acquired from WestAmerica in a "Regulation
S" transaction $250,000 in principal amount of WestAmerica's 12% Series A
Subordinated Convertible
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Redeemable Debentures due September 30, 1998 (the "Debentures") for the sum of
$250,000 cash. The Debentures are convertible into shares of Common Stock of
WestAmerica at any time after December 22, 1997 (45 calendar days after the
date of issuance). The "Conversion Price" for the shares of Debentures is an
amount determined by multiplying 0.70 times the simple average of the daily
closing bid price of the WestAmerica Common Stock for the five consecutive
trading days immediately preceding the day of conversion on the market where
the shares of WestAmerica Common Stock are then regularly traded (which is
currently the NASDAQ market). Assuming that the average of the daily closing
bid prices of the WestAmerica Common Stock in compliance with the foregoing
provision was 0.40625, the conversion factor would be 0.284375 which would
calculate to be equivalent to 879,121 shares of Common Stock of WestAmerica
issuable to Black Sea upon conversion of the Debentures. Black Sea has the
sole power to vote or direct the voting of and to dispose or direct the
disposition of the Debentures which have no voting rights. Assuming conversion
of the full $250,000 in principal amount of Debentures into the assumed number
of shares of Common Stock of 879,121 shares (or such greater or lesser number
of shares as may be available at the time*) by Black Sea, Black Sea alone will
have the sole power to vote or direct the voting of and to dispose or direct
the disposition of all shares of Common Stock of WestAmerica then owned by it.
As required by Rule 13d-3(d) since Black Sea has the right within
sixty (60) days to acquire shares of Common Stock of the Issuer through
conversion of the full $250,000 in principal amount of Debentures, Black Sea
(utilizing the assumed conversion factor described above) would be deemed to be
the beneficial owner of an aggregate of 879,121 shares of WestAmerica Common
Stock which would comprise approximately 7.26% of the shares of Common Stock of
WestAmerica which would be outstanding (based upon the 11,237,660 shares of
Common Stock reported by the Issuer to be outstanding as of September 30, 1997)
after giving effect to such conversion.
Except for the acquisitions of securities by Black Sea described
above, neither Black Sea nor, to the best of its knowledge, any of its
executive officers, directors or associates has effected any transaction in
securities of WestAmerica during the past 60 calendar days.
Except as set forth herein, neither Black Sea nor, to the best of its
knowledge, any of its executive officers, directors
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* Due to changes in the market price from time to time in the future of
the WestAmerica shares of Common Stock (over which Black Sea has no control or
ability to affect), the number of shares into which the Debentures may be
converted may increase or decrease and may at times exceed 10% of the issued
and outstanding shares or drop below 5%.
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or associates beneficially owns nor has any right to acquire, directly or
indirectly, any securities of WestAmerica and neither Black Sea nor, to the
best of its knowledge, any of its executive officers or directors has any
contract, arrangement, understanding or relationship with any person with
respect to any securities of the Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except for the acquisitions of securities of WestAmerica described
under Item 5 above, Black Sea does not have any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to any securities of the Issuer including, but not limited to, transfer
or voting of any of the securities, finders' fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: December 31, 1997 BLACK SEA INVESTMENTS, INC.,
a Turks and Caicos Corporation
By: /s/ BRADFORD A. PHILLIPS
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Bradford A. Phillips,
President and Chief
Executive Officer
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SCHEDULE 1
EXECUTIVE OFFICERS AND DIRECTORS
OF BLACK SEA INVESTMENTS, INC.
<TABLE>
<CAPTION>
NAME AND CAPACITY PRESENT PRINCIPAL
WITH BLACK SEA OCCUPATION
INVESTMENTS, INC. BUSINESS ADDRESS OR EMPLOYMENT
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<S> <C> <C>
Bradford A. Phillips(2) 10670 North Central Expressway, Investments
President and a director Suite 300, Dallas, Texas 75231
F. Terry Shumate(2) 10670 North Central Expressway, President, Secretary and Treasurer of
Vice President, Treasurer and a Suite 410, Dallas, Texas 75231 Carmel Realty Services, Inc. (property
Director management); and Secretary and
Treasurer of Carmel Realty, Inc.
(property management and real estate
brokerage); Director, Vice President,
Secretary and Treasurer of First
Equity Properties, Inc. (real estate
ownership and operation).
Cockburn Secretaries, Ltd.(3) Cockburn House N/A
Secretary and a Director Cockburn Town
Grand Turk
</TABLE>
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(2) U.S. citizen.
(3) Turks and Caicos corporation.
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