EXHIBIT 99.1
PROXY
WESTAMERICA BANCORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
WESTAMERICA BANCORPORATION
For the Special Meeting of Shareholders on February __, 1997
The undersigned holder hereby authorizes David L. Payne to represent and
vote, as designated on the reverse side, all shares of Common Stock of
Westamerica Bancorporation which the undersigned would be entitled to vote at
the Special Meeting of Shareholders of said corporation to be held at
_________________, _______________, _________________, California at _______
_.m. on _____________, February __, 1997, upon the matters set forth on the
reverse side of this Proxy and described in the accompanying Joint Proxy
Statement/Prospectus.
This Proxy, when properly executed, will be voted as directed herein by the
undersigned shareholder. If no direction is indicated, this Proxy will be voted
FOR Item 1.
Please Mark, Sign, Date and Mail This Proxy Promptly, Using the Enclosed
Envelope.
COMMENTS/ADDRESS CHANGE:
(Continued and to be signed on other side)
[X] Please mark
your votes
as this
-------------- ------------------------------
COMMON DIVIDEND REINVESTMENT SHARES
The Board of Directors recommends a vote FOR Item 1.
FOR AGAINST ABSTAIN I PLAN TO ATTEND MEETING [_]
Item 1 - APPROVAL OF [_] [_] [_] If you check this box
THE AGREEMENT AND to the right an admission
PLAN OF REORGANIZATION card will be sent to you.
AMONG WESTAMERICA
BANCORPORATION,
VALLICORP HOLDINGS, I have made an address change [_]
INC., AND VALLIWIDE or comment on the reverse
BANK, AND AN AGREEMENT side of this proxy.
OF MERGER BETWEEN
WESTAMERICA AND
VALLICORP AND THE Receipt is acknowledged of the
TRANSACTIONS Joint Proxy Statement/Prospectus
CONTEMPLATED THEREBY, for the Special Meeting. Whether
INCLUDING, WITHOUT or not you expect to attend the
LIMITATION, CERTAIN Special Meeting, you are urged to
PROVISIONS BENEFITING execute and return this proxy,
DIRECTORS, EXECUTIVE which may be revoked at any time
OFFICERS AND EMPLOYEES prior to its use.
OF VALLICORP AND THE
PROPOSED MERGER OF
VALLICORP WITH AND
INTO WESTAMERICA
SIGNATURE(S) DATE
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NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
PROXY
WESTAMERICA BANCORPORATION
CONFIDENTIAL VOTING INSTRUCTIONS
TO THE TRUSTEE SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
WESTAMERICA BANCORPORATION
For the Special Meeting of Shareholders on February __, 1997
The undersigned holder hereby authorizes and instructs the Trustee of the
Westamerica Bancorporation Tax Deferred Savings/Retirement Plan to represent and
vote, as designated below, all shares of Common Stock of Westamerica
Bancorporation which the undersigned would be entitled to vote at the Special
Meeting of Shareholders of said corporation to be held at _________________,
_______________, _________________, California at _______ _.m. on _____________,
February __, 1997, upon the matters set forth on the reverse side of this Proxy
and described in the accompanying Joint Proxy Statement/Prospectus.
These confidential voting instructions to the Trustee, when properly
executed, will be voted as directed herein by the undersigned shareholder. If no
instructions are received, the Trustee will vote all of the shares for which you
are entitled to provide instruction in the same proportion as shares for which
instructions are received.
Please Mark, Sign, Date and Mail These Confidential Voting Instructions
Promptly, Using the Enclosed Envelope.
COMMENTS/ADDRESS CHANGE:
(Continued and to be signed on other side)
[X] Please mark
your votes
as this
-------------- ------------------------------
COMMON DIVIDEND REINVESTMENT SHARES
The Board of Directors recommends a vote FOR Item 1.
FOR AGAINST ABSTAIN I PLAN TO ATTEND MEETING [_]
Item 1 - APPROVAL OF [_] [_] [_] If you check this box
THE AGREEMENT AND to the right an admission
PLAN OF REORGANIZATION card will be sent to you.
AMONG WESTAMERICA
BANCORPORATION,
VALLICORP HOLDINGS,
INC., AND VALLIWIDE
BANK, AND AN AGREEMENT
OF MERGER BETWEEN
WESTAMERICA AND
VALLICORP AND THE Receipt is acknowledged of the
TRANSACTIONS Joint Proxy Statement/Prospectus
CONTEMPLATED THEREBY, for the Special Meeting. Whether
INCLUDING, WITHOUT or not you expect to attend the
LIMITATION, CERTAIN Special Meeting, you are urged to
PROVISIONS BENEFITING execute and return this proxy,
DIRECTORS, EXECUTIVE which may be revoked at any time
OFFICERS AND EMPLOYEES prior to its use.
OF VALLICORP AND THE
PROPOSED MERGER OF
VALLICORP WITH AND
INTO WESTAMERICA
SIGNATURE(S) DATE
--------------------------------------------------- -----------
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
FOLD AND DETACH HERE
[LOGO OF WESTAMERICA BANCORPORATION]
Dear Participant:
As a participant in the Westamerica Bancorporation Tax Deferred
Savings/Retirement Plan (the "Plan"), you have an interest in the Special
Meeting of Shareholders of Westamerica Bancorporation which will be held on
_________, February ___, 1997 (the "Special Meeting"). You may direct the
Trustee of the Plan how to vote all full and fractional shares of Westamerica
Bancorporation stock standing to the credit of your individual account(s) (from
the Supplemental Retirement Plan Account, Employer Matching Contributions and
Employee Contributions) as of ___________, 199_ and your pro rata share of any
unallocated shares held by the Plan as of ________, 199_.
For your information, we have enclosed a copy of the Joint Proxy
Statement/Prospectus supplied to shareholders of Westamerica Bancorporation. The
enclosed Joint Proxy Statement/Prospectus describes the proposal to be voted on
by the shareholders of Westamerica Bancorporation at the Special Meeting. The
Board of Directors of Westamerica Bancorporation recommends a vote FOR Proposal
1. Please instruct the Trustee how to vote on the proposal by indicating your
selection on the above Proxy. [The Trustee will keep your individual
instructions confidential and will not disclose them to Westamerica
Bancorporation or its officers and directors.]
If the Trustee does not receive written instructions from you before the
close of business on ________, 199_, it will vote all of the shares for which
you are entitled to provide instruction in the same proportion as shares for
which instructions are received. Under the terms of the Plan, with respect to
fractional shares in plan accounts (from the Supplemental Retirement Plan
Account, Employer Matching Contributions and Employee Contributions), the
Trustee may pool the results of instructions received from all participants to
whom fractional shares have been allocated and vote such shares accordingly.
Please instruct the Trustee how to vote your shares. A return envelope is
enclosed for your convenience.
Sincerely yours,
Mary Anne Bell
Assistant Corporate Secretary