SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report July 26, 1994
Commission File Number 1-9383
WESTAMERICA BANCORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-2156203
(State of incorporation) I.R.S. Employer
Identification Number
1108 FIFTH AVENUE, SAN RAFAEL, CALIFORNIA 94901
(Address of principal executive offices and zip code)
(415) 257-8000
(Registrant's area code and telephone number)
Item 5: Other Events
On July 25, 1994, Westamerica Bancorporation (the "Company")
and PV Financial, parent company of Pacific Valley National
Bank, issued a news release announcing the signing of a
Definitive Agreement (the "Agreement") under which all of the
outstanding shares of PV Financial Common Stock will be
exchanged for shares of the Company's Common Stock pursuant to a
tax-free exchange. The Agreement, which has been approved by the
Board of Directors of both companies, is subject to approval by
PV Financial shareholders, clearance by regulatory authorities
and other terms and conditions customary for transactions of
this type.
The Agreement provides that holders of each share of PV
Financial Common Stock will be entitled to receive, on a
tax-free basis, .545 of a share of the Company's Common Stock.
Pursuant to the Agreement, the exchange ratio is subject to
adjustment if the Company's average share price on the NASDAQ
prior to the effective date of the merger exceeds $32.06 and is
subject to renegotiation if the Company's average share price
prior to the merger is below $28.43. Although no formal
timetable for the merger has been set, it is estimated the
closing will occur in early 1995.
Following the execution of the Agreement, PV Financial, as a
condition to, and in consideration for entering into, the
Agreement, granted the Company an option to purchase up to
433,142 shares of Common Stock (the "Option Shares") at an
exercise price of $12.25 per share (the "Stock Option").
The Option Shares, if issued, pursuant to the Stock Option
Agreement, would represent approximately 19.9% of the issued and
outstanding shares (excluding treasury shares) of PV Financial's
Common Stock without giving effect to the issuance of any shares
pursuant to an exercise of the Stock Option and in no event will
the number of Option Shares exceed 19.9% of PV Financial's
issued and outstanding Common Stock.
The number of shares of PV Financial's Common Stock subject to
the Stock Option will be increased to the extent that PV
Financial issues additional shares of Common Stock (otherwise
than pursuant to an exercise of the Stock Option) such that the
number of Option Shares will continue to equal 19.9% of the then
issued and outstanding shares of PV Financial's Common Stock
without giving effect to the issuance of shares pursuant to an
exercise of the Stock Option. In the event PV Financial issues
or agrees to issue any shares of Common Stock (other than as
permitted under the Agreement) at a price less than $12.25 per
share (or lower than an adjusted price per share), the exercise
price will be equal to such lesser price. The number of shares
of PV Financial's Common Stock subject to the Stock Option, and
the applicable exercise price per Option Share, also will be
appropriately adjusted in the event of any stock dividend,
split-up, merger, recapitalization, combination. subdivision,
conversion, exchange of shares, or similar event relating to PV
Financial.
The Company may exercise the Stock Option, in whole or in part,
subject to regulatory approval, at any time within 30 days
(subject to extension as provided in the Stock Option Agreement)
after both an "Initial Triggering Event" and a "Subsequent
Triggering Event" occur prior to termination of the Stock Option.
"Initial Triggering Event" is defined as the occurrence of any
of the following events:
(i) PV Financial or its subsidiary, without the Company's prior
written consent, enters into an agreement with any person or
group (other than the Company or any subsidiary thereof) to
engage in, or the Board of Directors of PV Financial recommends
that the PV Financial Common Shareholders approve or accept
(other than as contemplated by the Agreement), (x) a merger or
consolidation, or similar transaction, involving PV Financial or
its subsidiary, (y) the purchase, lease, or other acquisition
representing 15% or more of the consolidated assets of PV
Financial and its subsidiary, or (z) the purchase or other
acquisition (including by way of merger, consolidation, share
exchange or otherwise) of securities representing 10% or more of
the voting power of PV Financial or its subsidiary (each of the
transactions described in the preceding clauses (x), (y) and
(z) being referred to as an "Acquisition Transaction");
(ii) PV Financial or its subsidiary, without having received the
Company's prior written consent, shall have authorized,
recommended, proposed or publicly announced its intention to
authorize, recommend or propose, an agreement to engage in an
Acquisition Transaction with any person other than the Company
or a subsidiary thereof, or the Board of Directors of PV
Financial shall have publicly withdrawn or modified, or publicly
announced its intent to withdraw or modify, its recommendation
that the shareholders of PV Financial approve the transactions
contemplated by the Agreement;
(iii) any person or group (other than the Company, any
subsidiary thereof or any PV Financial subsidiary acting in a
fiduciary capacity) shall acquire beneficial ownership or the
right to acquire beneficial ownership of 10% or more of the
outstanding shares of PV Financial Common Stock;
(iv) any person or group (other than the Company or any
subsidiary thereof) shall make a bona fide proposal to PV
Financial or its shareholders by public announcement or written
communication, that is or becomes the subject of public
disclosure, to engage in an Acquisition Transaction;
(v) a third party shall make a proposal to PV Financial or its
shareholders to engage in an Acquisition Transaction, followed
by PV Financial breaching any covenant or obligation contained
in the Agreement, such breach entitling the Company to terminate
the Agreement, and such breach not being cured prior to the date
that the Company sends notice of its exercise of the Stock
Option to PV Financial; or
(vi) any person or group (other than the Company or any
subsidiary thereof), other than in connection with a transaction
to which the Company has given its prior written consent, shall
file an application or notice with the Federal Reserve Board or
other federal or state bank regulatory authority, which
application or notice has been accepted for processing for
approval to engage in an Acquisition Transaction.
"Subsequent Triggering Event" is defined as either (A) the
acquisition by any person or group of beneficial ownership of
20% or more of the then outstanding Common Stock of PV
Financial, or (B) the occurrence of the Initial Triggering Event
described in clause (i) above, except that the percentage
referenced in subclause (z) thereof shall be 20%.
PV Financial, headquartered in Modesto, California, operates in
Stanislaus County, southern San Joaquin County and northern
Merced County through offices in Modesto (3) and Turlock (1).
Westamerica Bancorporation operates as a multi-bank holding
company with 52 branches in 11 northern California Counties.
The information in this report shall not constitute an offer to
exchange or the solicitation of an offer to exchange, nor shall
there be any exchange of the Company's Common Stock in any state
in which such offer, solicitation, or exchange would be unlawful
prior to the registration or qualification under the securities
laws of any such state. The Company's Common Stock to be
exchanged will be offered only by means of a prospectus filed
with the SEC. A registration statement relating to the Company's
Common Stock to be exchanged will be filed with the SEC. The
Company's Common Stock may not be exchanged, nor may offers to
exchange be accepted, prior to the time the registration
statement becomes effective.
Item 7: Financial Statements and Exhibits
(c) Exhibits. The following is furnished in accordance with the
provisions of Item 601 of Regulation 8-K.
Exhibit 21: News Release to Securities Holders
EXHIBIT 21
PRESS RELEASE
FOR IMMEDIATE RELEASE July 25, 1994
For additional information
Contacts: Westamerica Bancorporation
E. Joseph Bowler
(415) 257-8040
PV Financial
Robert J. Cardoza
(209) 575-2900
.OJ OFF
Westamerica Bancorporation and PV Financial Sign Definitive Agreement
San Rafael, CA - Westamerica Bancorporation (NASDAQ: WABC) and PV
Financial, parent company of Pacific Valley National Bank, (NASDAQ: PVFI)
today announced the signing of a Definitive Agreement under which
Westamerica will acquire all of the outstanding shares of PV Financial
pursuant to a tax-free exchange whereby PV Financial stockholders will
receive Westamerica Common stock. PV Financial, headquartered in Modesto,
with approximately $170 million in assets and $150 million in deposits,
operates in Stanislaus County, southern San Joaquin County and northern
Merced County through offices in Modesto (3), and Turlock (1). A fifth
office in Ceres is scheduled to open later this year.
The Agreement which has been approved by the Boards of Directors of
both companies is subject to conditions usual and customary for
transactions of this type, including approval by PV Financial shareholders,
clearance by regulatory authorities, and certain other terms and
The Agreement provides that holders of each share of PV
Financial Common Stock will be entitled to receive, on a tax-free
basis, .545 of a share of Westamerica Common Stock, subject to adjustment
if Westamerica's average share price on the NASDAQ prior to the effective
date of the Merger exceeds $32.06 and subject to renegotiation if
Westamerica's average share price on NASDAQ prior to the merger is below
$28.43.
Options to acquire PV Financial Common Stock outstanding at the close of
the transaction would be converted into options to acquire Westamerica
Common Stock. Excluding currently outstanding PV Financial options, the
acquisition, at today's closing price for WABC, would be valued at
approximately $16.49 per share. The merger would result in the issuance of
about 1.2 million new shares of Westamerica Common Stock. At June 30, 1994
shares outstanding were 8.1 million for Westamerica and 2.18 million for PV
Financial. Although the parties have not adopted any formal timetable, it
is estimated the merger will be consummated in the first quarter of 1995.
PV Financial's Chairman, President and CEO, Robert Cardoza stated:
"We are excited about joining the most successful community bank in
Northern California. This merger allows us to enhance service to our
customers through a wide variety of new Westamerica products and services.
Westamerica brings to the affiliation an outstanding record of earnings and
dividend growth, strong asset quality, and the capital resources needed to
exploit the full potential of our growing markets."
David L. Payne, Chairman, President and CEO of Westamerica said: "We
are extremely pleased with this opportunity to expand Westamerica's
community banking franchise into the rapidly growing San Joaquin Valley.
PV Financial is a logical merger partner for Westamerica due to its strong
market positioning in Stanislaus County. Pacific Valley National Bank
branches and customers complement our existing markets and community
banking strategy."
Westamerica Bancorporation operates as a multi-bank holding company
with 52 branches in 11 Northern California Counties. Westamerica's assets
at June 30, 1994, were $2.0 billion. Westamerica reported record net
income of $6.0 million or $0.75 per share for the quarter ending June 30,
1994 and record income of $12.0 million or $1.49 per share for the first
half of 1994.
(NOTE: A registration statement relating to the Westamerica Common Stock
to be exchanged will be filed with the Securities and Exchange Commission
("SEC"). The Westamerica Common Stock may not be exchanged, nor may offers
to exchange be accepted, prior to the time the registration statement
becomes effective. This press release shall not constitute an offer to
exchange or the solicitation of an offer to exchange nor shall there be any
exchange of the Westamerica Common Stock in any state in which such offer,
solicitation, or exchange would be unlawful prior to registration or
qualification under the securities laws of any such state. The Westamerica
Common Stock to be exchanged will be offered only by means of a prospectus
filed with the SEC.)