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 the Report (Date of earliest event reported): August 17, 2000
Commission File Number: 1-9383
WESTAMERICA BANCORPORATION
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(Exact name of registrant as specified in its charter)
CALIFORNIA
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(State of incorporation)
94-2156203
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(I.R.S. Employer Identification Number)
1108 FIFTH AVENUE, SAN RAFAEL, CALIFORNIA 94901
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(Address of principal executive offices and zip code)
(415) 257-8000
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(Registrant's area code and telephone number)
Item 5: Other Events
On August 17, 2000, the acquisition of First Counties Bank,
Clearlake, California, by Westamerica Bancorporation (the
"Company") became effective as of beginning of business day.
The acquisition, which was announced on March 15, 2000, was
approved by First Counties Bank shareholders on June 22,
2000, and by the Federal Reserve Board on August 2, 2000.
Pursuant to the terms of the Merger Agreement, each
outstanding share of First Counties Common Stock will be
exchanged for .8035 shares of the Company's Common Stock. No
gain or loss for tax purposes will be recognized by First
Counties Bank shareholders, except with respect to cash
received in lieu of fractional shares. The final exchange
ratio reflects adjustments based on the Company's stock price
and certain significant liabilities of First Counties Bank,
as defined in the Merger Agreement. Based on the closing
price of $29.38 of the Company's Common Stock on August 16,
2000, the acquisition would be valued at approximately $19.7
million.
The combined company will operate as a multi-bank holding
company with approximately $3.9 billion in assets and 94
branches in Northern and Central California.
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.
Westamerica Bancorporation
/s/ DENNIS R. HANSEN
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Dennis R. Hansen, SVP and Controller
Item 7: Financial Statements and Exhibits
(c) The following is furnished in accordance with the
provisions of Item 601 of Regulation S-K.
(99.1) Press release dated August 17, 2000
INDEX TO EXHIBITS
Sequentially
Exhibit No. Description Numbered Page
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(99.1) Press release dated 3
August 17, 2000
EXHIBIT 99.1
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WESTAMERICA BANCORPORATION
PRESS RELEASE
August 17, 2000
For additional information contact:
E. Joseph Bowler
Senior Vice President/Treasurer
(707) 863-6840
ACQUISITION OF FIRST COUNTIES BANK FINALIZED
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San Rafael, CA: Westamerica Bancorporation (NASDAQ: WABC),
announced today that the acquisition of First Counties Bank
was finalized today. The acquisition, which was announced
March 15, 2000, was approved by First Counties Bank
shareholders on June 22, 2000 and by the Federal Reserve
Board on August 2, 2000.
Under the terms of the Merger Agreement, each outstanding
share of First Counties Bank common stock will be exchanged
for .8035 shares of Westamerica common stock which will
result in the issuance of approximately 670,000 new shares.
At June 30, 2000, Westamerica Bancorporation had
approximately 36.1 million shares of common stock outstanding.
Based upon Westamerica's closing stock price of $29.38 on
August 16, 2000, the acquisition would be valued at
approximately $19.7 million. First Counties Bank will operate
as a separate bank subsidiary of Westamerica Bancorporation
until its expected merger with and into Westamerica Bank
during September 2000. The merger of First Counties Bank into
Westamerica Bank remains subject to pending applications
with the Federal Reserve Bank of San Francisco and the
California Commissioner of Financial Institutions.
First Counties Bank has approximately $91 million in assets
and offices in Lake, Napa, and Colusa counties. Westamerica
Bancorporation, with $3.9 billion in assets at June 30, 2000,
currently operates through its subsidiary banks' 94 branches
throughout 23 counties in Northern and Central California.
Westamerica Bancorporation Web Address: www.westamerica.com
FORWARD LOOKING INFORMATION
This press release includes forward-looking information which
is subject to the "safe harbor" created by Section 27A of the
Securities Exchange Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. These
forward-looking statements (which involve the Company's
plans, beliefs and goals, refer to estimates or use similar
terms) involve certain risks and uncertainties that could
cause actual results to differ materially from those in the
forward-looking statements. Such risks and uncertainties
include, but are not limited to, the following factors:
competitive pressure in the banking industry; changes in the
interest rate environment; a potential declining health of
the economy, either nationally or regionally; the
deterioration of credit quality, which could cause an
increase in the provision for loan and lease losses; changes
in the regulatory environment; changes in business
conditions, particularly in the California real estate
market; certain operational risks involving data processing
systems or fraud; volatility of rate-sensitive deposits;
asset/liability matching risks and liquidity risk; and
changes in the securities markets. The Company undertakes no
obligation to revise or publicly release the results of any
revision to these forward-looking statements. For additional
information concerning risks and uncertainties related to the
Company and its operations please refer to the Company's
Annual Report on Form 10-K for the year ended December 31.
1999.