SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment no. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
[X] Definitive Proxy Statement Commission Only (as permitted by
[ ] Definitive Additional Materials Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
WESTAMERICA, BANCORPORATION
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transactions applies:
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(2) Aggregate number of securities to which transactions applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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(4) Date filed:
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[GRAPHIC OMITTED]
1108 Fifth Avenue
San Rafael, California 94901
March 17, 1999
To Our Shareholders:
The Annual Meeting of Shareholders of Westamerica Bancorporation will be
held at 2:00 p.m. on Wednesday, April 21, 1999, at the Fairfield Center for
Creative Arts, 1035 West Texas Street, Fairfield, CA, as stated in the formal
notice accompanying this letter. We hope you will plan to attend.
At the Annual Meeting, the shareholders will be asked to elect directors
and to approve the selection of independent auditors.
Please sign and return the enclosed proxy as promptly as possible so that
your shares may be represented at the Annual Meeting. If you attend, you may
vote in person even though you previously returned your proxy.
We look forward to seeing you at the Annual Meeting on Wednesday, April 21,
1999, in our new location at the Fairfield Center for Creative Arts, Fairfield,
California.
Sincerely,
/s/ David L. Payne
DAVID L. PAYNE
Chairman of the Board, President
and Chief Executive Officer
WESTAMERICA BANCORPORATION
1108 Fifth Avenue
San Rafael, California 94901
------------
Notice of Annual Meeting of Shareholders--April 21, 1999
To the Shareholders of WESTAMERICA BANCORPORATION:
The Annual Meeting of Shareholders will be held at the Fairfield Center for
Creative Arts, Fairfield, California, on Wednesday, April 21, 1999, at 2:00 p.m.
for the purpose of:
1. Electing 13 directors;
2. Approving the selection of independent auditors for 1999; and
3. Transacting such other business as may properly come before the Annual
Meeting.
Shareholders of record at the close of business on February 26, 1999, are
entitled to notice of and to vote at the Annual Meeting or any postponement or
adjournment thereof. You are cordially invited to attend the Annual Meeting. If
you do not expect to be present, please complete, sign and date the accompanying
proxy and mail it at once in the enclosed envelope. No postage is necessary if
mailed within the United States.
Westamerica Bancorporation's Annual Report for the fiscal year ended
December 31, 1998 is enclosed. The Annual Report contains financial and other
information about the activities of Westamerica Bancorporation, but it is not to
be deemed a part of the proxy soliciting materials.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Kris Irvine
Kris Irvine
Assistant Corporate Secretary
Dated: March 17, 1999
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YOUR VOTE IS IMPORTANT
YOU ARE URGED TO COMPLETE, SIGN, DATE AND PROMPTLY RETURN YOUR PROXY SO THAT
YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES.
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TABLE OF CONTENTS
Page
----
GENERAL ..................................................................... 1
ELECTION OF DIRECTORS ....................................................... 2
CERTAIN INFORMATION ABOUT THE BOARD OF DIRECTORS AND CERTAIN COMMITTEES
OF THE BOARD ........................................................... 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT .............. 5
EXECUTIVE COMPENSATION ...................................................... 7
OTHER ARRANGEMENTS .......................................................... 9
BOARD COMPENSATION COMMITTEE REPORT ......................................... 10
TOTAL RETURN PERFORMANCE CHART .............................................. 12
APPROVAL OF AUDITORS ........................................................ 12
OTHER MATTERS ............................................................... 13
i
WESTAMERICA BANCORPORATION
1108 Fifth Avenue
San Rafael, California 94901
------------
PROXY STATEMENT
March 17, 1999
------------
GENERAL
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board") of Westamerica Bancorporation
(the "Corporation") for use at the Annual Meeting of Shareholders to be held at
2:00 p.m., Wednesday, April 21, 1999, at the Fairfield Center for Creative Arts,
Fairfield, California, for the purposes set forth in the accompanying Notice of
Annual Meeting of Shareholders (the "Meeting"). This proxy statement and proxy
are being mailed to shareholders on or about March 17, 1999.
Voting Rights and Vote Required. Shareholders of record of the
Corporation's common stock at the close of business on February 26, 1999, the
record date, are entitled to vote at the Meeting. On that date, approximately
39,536,464 shares of the Corporation's common stock were outstanding. The
determination of shareholders entitled to vote at the Meeting and the number of
votes to which they are entitled was made on the basis of the Corporation's
records as of the record date.
Each share is entitled to one vote, except that with respect to the
election of directors, a shareholder may cumulate votes as to candidates
nominated prior to voting if any shareholder gives notice of intent to cumulate
votes at the Meeting prior to the voting. If any shareholder gives such notice,
all shareholders may cumulate their votes for nominees. Under cumulative voting,
each share carries as many votes as the number of directors to be elected, and
the shareholder may cast all of such votes for a single nominee or distribute
them in any manner among as many nominees as desired.
In the election of directors, the 13 nominees receiving the highest number
of votes will be elected. Approval of the selection of the independent auditors
will require the affirmative vote of a majority of the shares represented and
voting at the Meeting. Abstentions will not count as votes in favor of the
election of directors or any of the other proposals.
Quorum. A majority of the shares entitled to vote, represented either in
person or by a properly executed proxy, will constitute a quorum at the Meeting.
Shares which abstain from voting and "broker non-votes" (shares as to which
brokerage firms have not received voting instructions from their clients and
therefore do not have the authority to vote the shares at the Meeting) will be
counted for purposes of determining a quorum only.
Voting of Proxies. The shares represented by all properly executed proxies
received in time for the Meeting will be voted in accordance with the
shareholders' choices specified therein; provided, however, that where no
choices have been specified, the shares will be voted to approve the selection
of KPMG LLP as independent auditors. When exercising the powers granted to proxy
holders under the caption "ELECTION OF DIRECTORS," the shares will be voted for
the election of directors in the manner described therein.
The Board knows of no matters to be brought before the Meeting other than
the election of directors and the selection of independent auditors for 1999.
If, however, any other matters of which the Board is not now aware are properly
presented for action, it is the intention of the proxy holders named in the
enclosed form of proxy to vote such proxy on such matters in accordance with
their best business judgment.
1
Revocability of Proxy. The delivery of the enclosed proxy does not preclude
the shareholder delivering the proxy from voting in person or changing the proxy
should the shareholder so desire. The proxy may be revoked by a written
directive to the Corporation, by another proxy subsequently executed and
presented at the Meeting at any time prior to the actual voting or by attendance
and voting at the Meeting.
Shareholder Proposals. To be considered for inclusion in the Corporation's
proxy statement for next year's annual meeting, shareholder proposals must be
received at the Corporation's executive offices at 1108 Fifth Avenue, San
Rafael, California 94901, no later than November 18, 1999.
ELECTION OF DIRECTORS
The number of directors of the Board to be elected at the Meeting to hold
office for the ensuing year and until their successors are elected and qualified
is 13. It is the intention of the proxy holders named in the enclosed proxy to
vote such proxied (except those containing contrary instructions) for the 13
nominees named below. The Board does not anticipate that any of the nominees
will be unable to serve as a director, but if that should occur before the
Meeting, the proxy holders reserve the right to substitute another person as
nominee and vote for such person of their choice in the place and stead of any
nominee unable so to serve. The proxy holders reserve the right to cumulate
votes for the election of directors and cast all of such votes for any one or
more of the nominees, to the exclusion of the others, and in such order of
preference as the proxy holders may determine in their discretion.
Nominees. The nominees for election to the office of director of the Board
are named and certain information with respect to them is given below. The
information has been furnished to the Corporation by the respective nominees.
All of the nominees have engaged in their indicated principal occupation for
more than five years, unless otherwise indicated.
Director
Name of Nominee Principal Occupation Since
- --------------------------- --------------------------------------------------------------- ----------
Etta Allen ................ Mrs. Allen, born in 1929, is President and owner of Allen 1988
Heating and Sheet Metal of Greenbrae, California, and
President and owner of Sunny Slope Vineyard, Glen Ellen,
California.
Louis E. Bartolini ........ Mr. Bartolini, born in 1932, retired in 1988 as a Vice 1991
President and financial consultant with Merrill Lynch, Pierce,
Fenner & Smith, Inc. He currently devotes some of his time
to serving on various community service boards.
Don Emerson ............... Mr. Emerson, born in 1928, was President of Calso Company 1979
(the holding company that owns the formula and name
"Calso Water," a carbonated mineral water) through 1981.
He presently devotes his time to personal investments.
Louis H. Herwaldt ......... Mr. Herwaldt, born in 1932, is Chief Executive Officer of 1997
Herwaldt Automotive Group, Inc. Prior to 1996, Mr.
Herwaldt had been President of Herwaldt Oldsmobile-GMC
Truck since 1969, President of Saturn of Fresno since 1991,
and President of Herwaldt Motors since 1993. Mr. Herwaldt
served as a director of ValliCorp Holdings, Inc., which
merged with and into the Corporation in 1997.
2
Director
Name of Nominee Principal Occupation Since
- ----------------------------- ---------------------------------------------------------------- ----------
Arthur C. Latno, Jr. ........ Mr. Latno, born in 1929, was an Executive Vice President for 1985
Pacific Telesis Group (formerly Pacific Telephone Co.) in San
Francisco, California. Mr. Latno retired from that company
in November of 1992. He currently devotes some of his time
to serving on various community service boards.
Patrick D. Lynch ............ Mr. Lynch, born in 1933, currently serves as a consultant to 1986
several private high technology firms.
Catherine Cope Ms. MacMillan, born in 1947, is President and owner of The 1985
MacMillan .................. Firehouse Restaurant in Sacramento, California.
Patrick J. Mon Pere ......... Mr. Mon Pere, born in 1931, is the owner and President/Chief 1997
Executive Officer of Patrick James Inc., a men's retail clothing
firm. Mr. Mon Pere served as a director of ValliCorp Holdings,
Inc., which merged with and into the Corporation in 1997.
Ronald A. Nelson ............ Mr. Nelson, born in 1942, was Vice President of Charles M. 1988
Schulz Creative Associates, a general partner in various
Schulz partnerships and trustee for various Schulz trusts and
the Schulz foundation through 1995. He now devotes his time
to personal investments.
Carl R. Otto ................ Mr. Otto, born in 1946, is the President and Chief Executive 1992
Officer of John F. Otto, Inc., a general contracting firm in
Sacramento, California.
David L. Payne .............. Mr. Payne, born in 1955, is the Chairman of the Board, President 1984
and Chief Executive Officer of the Corporation. Mr.
Payne is President and Chief Executive Officer of Gibson
Printing and Publishing Company and Gibson Radio and
Publishing Company, which are newspaper, commercial
printing and real estate investment companies headquartered
in Vallejo, California.
Michael J. Ryan, Jr. ........ Mr. Ryan, born in 1930, has been involved in Ryan Farms, a 1997
diversified farming venture, as well as investments and real
estate since 1957. Mr. Ryan served as a director of ValliCorp
Holdings, Inc., which merged with and into the
Corporation in 1997.
Edward B. Sylvester ......... Mr. Sylvester, born in 1936, is the President of Sylvester 1979
Engineering, Inc., a civil engineering and planning firm with
offices in Nevada City and Truckee, California.
3
CERTAIN INFORMATION ABOUT THE BOARD OF DIRECTORS
AND CERTAIN COMMITTEES OF THE BOARD
The Board held a total of 13 meetings during 1998. Every director attended
at least 75% of the aggregate of: (i) the 13 Board meetings or that number of
Board meetings held during the period in which they served; and (ii) the total
number of meetings of any Committee of the Board on which such director served.
Committees of the Board. The Board has an Executive Committee, the members
of which are D. L. Payne, Chairman, D. Emerson, A. C. Latno, Jr., P. D. Lynch
and E. B. Sylvester. The Board delegates to the Executive Committee, subject to
the limitations of the California General Corporation Law, any powers and
authority of the Board in the management of the business and affairs of the
Corporation. The Executive Committee held 12 meetings in 1998.
The Board has an Audit Committee, the members of which are R. A. Nelson,
Chairman, L. E. Bartolini, C. C. MacMillan, P. J. Mon Pere and C. R. Otto. The
Audit Committee reviews with the Corporation's independent auditors and
management the Corporation's accounting principles, policies and practices and
its reporting policies and practices. The Audit Committee reviews with the
independent auditors the plan and results of the auditing engagement and reviews
the scope and results of the procedures of the Corporation's Internal Audit
Department. The Audit Committee conducts investigations of the adequacy of the
Corporation's internal accounting procedures and reviews the results of such
investigations with the Corporation's internal audit staff and with the Board.
The Audit Committee reviews the reports of examinations conducted by bank
regulatory authorities. The Audit Committee held five meetings in 1998.
The Board has an Employee Benefits and Compensation Committee, the members
of which are P. D. Lynch, Chairman, E. Allen, D. Emerson, R. A. Nelson and M.
J. Ryan, Jr. The Employee Benefits and Compensation Committee administers and
carries out the terms of the Corporation's employee stock option plans as well
as the tax deferred savings and retirement and profit-sharing plans. The
Employee Benefits and Compensation Committee administers the Corporation's
compensation programs and reviews and recommends to the Board the compensation
level for the executive officers of the Corporation and its subsidiaries. The
Employee Benefits and Compensation Committee also reviews the performance of
and recommends promotions for the executive officers of the Corporation. The
Employee Benefits and Compensation Committee held five meetings in 1998.
The Board has a Nominating Committee for the election of directors, the
members of which are D. L. Payne, Chairman, D. Emerson, A. C. Latno, Jr., P. D.
Lynch and E. B. Sylvester. The Nominating Committee is responsible for reviewing
the fees paid to directors for attendance at Board and Committee meetings and
making recommendations with respect thereto. The Nominating Committee will
consider shareholder nominations for election to the Board submitted in
accordance with section 2.14 of the Bylaws of the Corporation ("Section 2.14").
Section 2.14 requires that nominations be submitted in writing to the Secretary
(or Assistant Secretary) of the Corporation within not less than 14 days nor
more than 50 days prior to any meeting at which directors will be elected and
that nominations contain certain specified information regarding the nominee and
the nominating shareholder. Nominations not made in accordance with Section 2.14
may be disregarded by the chairperson of the Meeting in his or her sole
discretion. The Nominating Committee held one meeting in 1998.
The Board has a Loan and Investment Committee, the members of which are E.
B. Sylvester, Chairman, E. Allen, L. H. Herwaldt, A. C. Latno, Jr. and C. C.
MacMillan. The Loan and Investment Committee is responsible for reviewing major
loans and investment policies and for monitoring the activities related to the
Community Reinvestment Act. The Loan and Investment Committee held 12 meetings
in 1998.
Directors' Fees. During 1998, directors of the Corporation received an
annual retainer of $14,000. Each director received $1,000 for each meeting of
the Board that he or she attended.
4
During 1998, each nonemployee director received $500 for each Committee
meeting of the Board attended. The Chairman of each Committee received an
additional $250, for a total of $750, for each Committee meeting attended. The
Chairman of the Board, D. L. Payne, is compensated as an employee and did not
receive an annual retainer or directors' fees.
Indebtedness of Directors and Management. Certain of the directors,
executive officers and their associates have had banking transactions with
subsidiaries of the Corporation in the ordinary course of business. All
outstanding loans and commitments included in such transactions were made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons, did not
involve more than a normal risk of collectibility and did not present other
unfavorable features.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners. To the best knowledge of
the Corporation, as of the date of this proxy statement, no person or entity was
the beneficial owner of more than 5% of the Corporation's outstanding shares.
For the purpose of this disclosure and the disclosure of ownership of shares by
management below, shares are considered to be "beneficially" owned if the
person, directly or indirectly, has or shares the power to vote or direct the
voting of the shares, the power to dispose of or direct the disposition of the
shares, or the right to acquire beneficial ownership (as so defined) within 60
days of February 26, 1999.
Security Ownership of Directors and Management. The following table shows
the number of common shares and the percentage of the common shares beneficially
owned (as defined above) by each of the current directors, by each of the
nominees for election to the office of director, by the Chief Executive Officer
and the four other most highly compensated executive officers during 1998 and by
all directors and executive officers of the Corporation as a group as of
February 26, 1999.
Amount and Nature of Beneficial Ownership
---------------------------------------------------------------
Sole Shared Voting Right to
Voting and and Acquire Within % of
Investment Investment 60 Days of Shares of
Name Power Power Feb 26,1999(1) Total Class(2)
- ------------------------------- ------------ --------------- ---------------- ----------- -----------
Etta Allen(3) ................. 10,677 10,677 *
Louis E. Bartolini ............ 1,800 1,800 *
Don Emerson ................... 67,650 67,650 *
Louis H. Herwaldt ............. 30,000 30,000 *
Arthur C. Latno, Jr.(4) ....... 3,166 3,166 *
Patrick D. Lynch .............. 1,200 1,200 *
Catherine Cope MacMillan(5) ... 1,800 1,800 *
Patrick J. Mon Pere ........... 220,829 9,909 230,738 .1%
Ronald A. Nelson .............. 40,000 40,000 *
Carl R. Otto .................. 6,000 6,000 *
David L. Payne(6) ............. 607,095 11,075 400,630 1,018,800 2.6%
Michael J. Ryan, Jr.(7) ....... 56,885 9,387 66,272 *
Edward B. Sylvester ........... 81,690 81,690 *
Jennifer J. Finger ............ 76 286 4,290 4,652 *
Robert W. Entwisle(8) ......... 7,335 26 123,340 130,701 *
Hans T. Y. Tjian(9) ........... 89,261 16,221 119,520 225,327 .1%
Charles L. Fritz .............. 0 0 49,950 49,950 *
All 21 Directors and Executive
Officers as a Group .......... 1,301,938 43,886 864,515 2,210,339 5.5%
(Footnotes on following page.)
5
<FN>
- ------------
* Indicates that the percentage of the outstanding shares beneficially owned
is less than one percent (1%).
(1) During 1996, the Corporation adopted the Westamerica Bancorporation
Deferral Plan which allows recipients of restricted performance shares to
defer income into succeeding years. Includes restricted performance shares
vested as of March 31, 1999, whether or not deferred by the executive into
the Westamerica Bancorporation Deferral Plan.
(2) In calculating the percentage of ownership, all shares which the identified
person or persons have the right to acquire by exercise of options are
deemed to be outstanding for the purpose of computing the percentage of the
class owned by such person, but are not deemed to be outstanding for the
purpose of computing the percentage of the class owned by any other person.
(3) Includes 10,350 shares held in a trust as to which Mrs. Allen is trustee.
(4) Includes 1,200 shares owned by Mr. Latno's wife, as to which Mr. Latno
disclaims beneficial ownership.
(5) Includes 900 shares held in a trust as to which Ms. MacMillan is trustee.
(6) Includes 528,837 shares owned by Gibson Radio and Publishing Company, of
which Mr. Payne is President and Chief Executive Officer, as to which Mr.
Payne disclaims beneficial ownership.
(7) Held in a trust, as to which Mr. Ryan is co-trustee with sole voting and
investment power.
(8) Includes 5,805 shares held in a trust as to which Mr. Entwisle is
co-trustee with sole voting and investment power.
(9) Held in a trust, as to which Mr. Tjian is co-trustee with sole voting and
investment power.
</FN>
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Corporation's directors and executive officers and
persons who own 10% or more of a registered class of the Corporation's equity
securities to file with the Securities and Exchange Commission (the "SEC") and
the National Association of Securities Dealers initial reports of ownership and
reports of changes in ownership of Common Stock and other equity securities of
the Corporation. Such persons are required by SEC regulation to furnish the
Corporation with copies of all Section 16(a) forms they file.
To the Corporation's knowledge, based solely on a review of the copies of
such reports furnished to the Corporation and written representations that no
other reports were required, during the fiscal year ended December 31, 1998, all
Section 16(a) filing requirements applicable to its officers, directors and 10%
shareholders were complied with, except with respect to Patrick J. Mon Pere.
During 1998, Mr. Mon Pere inadvertently failed to timely file a report on a
Form 4 concerning a purchase for Patrick James, Inc. employee retirement plan
effective October 28, 1998. This transaction was reported on a Form 4 filed in
February 1999.
6
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the compensation of the
Corporation's Chief Executive Officer and the four other most highly compensated
executive officers for services in all capacities to the Corporation,
Westamerica Bank ("WAB") and other subsidiaries during 1998, 1997 and 1996:
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
--------------------------------------------- -----------------------------
Name and Restricted Securities
Principal Stock Underlying All Other
Position Year Salary Bonus(1) Other(2) Awards(3)(4) Options(3) Compensation(5)
- ------------------------ ------ ---------- ---------- ---------- -------------- ------------ -----------------
David L. Payne, 1998 $272,016 $300,000 $ 1,089 $ 0 192,090 $ 32,391(6)
Chairman, 1997 272,016 300,000 1,200 0 96,000 32,743(6)
President & CEO 1996 272,016 260,000 0 0 94,650 32,880(6)
Jennifer J. Finger(7), 1998 $129,988 $ 86,600 $ 0 $ 0 0 $ 27,816(8)
SVP & CFO 1997 42,915 28,800 0 0 0 3,473(8)
Robert W. Entwisle, 1998 $134,280 $ 75,500 $13,089 $ 135,979 23,220 $ 18,511
SVP 1997 134,280 72,300 13,096 120,698 25,800 18,354
1996 134,280 66,200 12,000 127,531 25,500 17,385
Hans T. Y. Tjian, 1998 $130,008 $ 74,200 $12,000 $ 121,666 20,910 $ 20,255
SVP 1997 130,008 75,600 12,000 108,570 23,250 19,850
1996 130,008 68,200 12,000 113,619 22,950 18,237
Charles L. Fritz(9), 1998 $120,960 $ 66,600 $12,000 $ 121,666 20,910 $ 20,749
EVP & CCO 1997 120,960 66,700 12,000 108,570 23,250 20,522
1996 120,960 60,200 12,000 113,619 22,950 18,905
<FN>
- ------------
(1) Includes bonuses in the year in which they were earned.
(2) Includes monthly auto allowance for each individual and the amount of any
taxable perquisites.
(3) The Corporation grants restricted performance shares and stock options in
the first quarter of each year based on corporate performance in the prior
calendar year. As with all outstanding shares of common stock, dividends
are paid on vested restricted performance shares. At December 31, 1998
these individuals held the following unvested restricted performance shares
with the following fair market values, based on a price of $36.75 per
share: Finger (1,470 shares valued at $48,201); Entwisle (18,510 shares
valued at $680,243); Tjian (16,560 shares valued at $608,580) and Fritz
(16,560 shares valued at $608,580). The following table sets forth the
restricted performance share grants which were made on the following dates
to the named individuals:
Jan. 24, 1996 Jan. 22, 1997 Jan. 21, 1998
Market Price: Market Price: Market Price:
$15.46/Share $19.25/Share $32.79/Share
--------------- --------------- -------------
David L. Payne ......... 0 0 0
Jennifer J. Finger ..... 0 0 1,470
Robert W. Entwisle ..... 8,250 6,270 3,990
Hans T. Y. Tjian ....... 7,350 5,640 3,570
Charles L. Fritz ....... 7,350 5,640 3,570
Mr. Payne's 1995, 1996 and 1997 restricted performance shares were canceled
by the Employee Benefits and Compensation Committee on October 22, 1997,
with Mr. Payne's consent, in exchange for Mr. Payne receiving the right to
receive a nonqualified pension from the Corporation at age 55. See "Other
Arrangements Pension Agreement."
7
(4) Restricted performance share grants based on corporate performance in 1998
were made on January 26, 1999 (on which date the market price was $34.5625
per share) to the named individuals as follows: Payne--0; Finger--3,870;
Entwisle--3,480; Tjian--3,140; and Fritz--3,140.
(5) Includes 1998 matching contributions made by the Corporation under the Tax
Deferred Savings/Retirement Plan ("ESOP") for the accounts of Messrs.
Payne, Entwisle, Tjian and Fritz and Ms. Finger in the amount of:
Payne--$0; Finger--$9,553; Entwisle--$9,600; Tjian--$9,564; and
Fritz--$9,600; and includes 1998 contributions made by the Corporation
under the profit Sharing/Retirement Plan for the accounts of Messrs. Payne,
Entwisle, Tjian and Fritz, and Ms. Finger of: Payne--$7,200;
Finger--$7,165; Entwisle--$7,200; Tjian--$7,200; and Fritz--$7,200; and
includes 1998 insurance premiums paid by the Corporation for the accounts
of Messrs. Payne, Entwisle, Tjian and Fritz and Ms. Finger in the amounts
of: Payne--$1,008; Finger--$428; Entwisle--$1,711; Tjian--$3,491; and
Fritz--$3,949.
(6) Includes the dollar value of the benefit to Mr. Payne of the remainder of
the premium payable by the Corporation with respect to a split dollar life
insurance policy for Mr. Payne (projected on an actuarial basis) in the
amounts of $23,140, $21,987 and $21,411 for 1996, 1997 and 1998,
respectively; and bonus paid to Mr. Payne which he used to pay his portion
of split dollar life insurance premiums in the amounts of $2,357, $2,548
and $2,772 for 1996, 1997 and 1998, respectively.
(7) Ms. Finger began her employment in September 1997.
(8) Includes relocation expenses of $10,670 in 1998 and $3,330 in 1997.
(9) Mr. Fritz retired effective December 31, 1998, but pursuant to an agreement
will continue to receive compensation through approximately April 1, 1999.
</FN>
The following table describes stock options that were granted pursuant to
the Westamerica Bancorporation 1995 Stock Option Plan (the "1995 Stock Option
Plan") to the Corporation's Chief Executive Officer and the four other most
highly compensated executive officers in the fiscal year ended December 31,
1998. All of these grants were made on January 21, 1998, based on achievement of
1997 corporate performance objectives.
OPTION GRANTS IN LAST FISCAL YEAR
Number Percent
of Securities of Total Grant
Underlying Options Granted Date
Options to All Employees Exercise Expiration Present
Name Granted(1) in Fiscal Year Price Date Value(2)
- ---------------------- --------------- ------------------ ------------ ------------ ------------
David L. Payne ....... 192,090 32% $ 32.79167 1/21/2008 $1,608,370
Jennifer J. Finger ... 12,870 2 32.79167 1/21/2008 107,760
Robert W. Entwisle ... 23,220 4 32.79167 1/21/2008 194,421
Hans T. Y. Tjian ..... 20,910 3 32.79167 1/21/2008 175,079
Charles L. Fritz ..... 20,910 3 32.79167 1/21/2008 175,079
<FN>
- ------------
(1) All options are nonqualified stock options which vest ratably over a
three-year period commencing one year after the grant date. All options
have an exercise price equal to the market value on the date of grant. The
terms of all of the Corporation's stock option plans provide that options
may become exercisable in full in the event of a change of control as
defined in each stock option plan.
(2) A Modified Roll option pricing model using standard assumptions, including
14.0% annual dividend growth, a risk-free rate equal to the six-year U.S.
Treasury yield of 5.43%, volatility of 20.00% and a six-year maturity was
used to derive the per share option value of $8.37.
</FN>
8
The following table sets forth the stock options exercised in 1998 and the
December 31, 1998 unexercised value of both vested and unvested stock options
for the Corporation's Chief Executive Officer and the four other most highly
compensated executive officers.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND DECEMBER 31, 1998 OPTION VALUES
Number of Securities
Underlying Unexercised Value of Unexercised
Options at In-The-Money Options
December 31, 1998 at December 31, 1998(1)
Shares ------------------------------- -----------------------------
Acquired Value
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- --------------------------- ------------- ---------- ------------- --------------- ------------- ---------------
David L. Payne ............ 43,450 $714,066 273,050 287,640 $10,034,588 $10,570,770
Jennifer J. Finger ........ -- -- -- 12,870 -- 472,973
Robert W. Entwisle ........ -- -- 102,850 48,920 3,779,738 1,785,580
Hans T. Y. Tjian .......... -- -- 104,800 44,060 3,851,400 1,619,205
Charles L. Fritz .......... -- -- 81,400 44,060 2,991,450 1,619,205
- ------------
<FN>
(1) Based on the closing price of the Corporation's Common Stock of $36.75 per share on December 31, 1998.
</FN>
OTHER ARRANGEMENTS
Certain Employment Contracts
WAB entered into an employment agreement with Mr. Entwisle, dated January
7, 1987, with an annual base salary of $134,280. The agreement is "evergreen" in
the sense that the term of the agreement is automatically extended for one
additional month upon completion of each additional month of employment unless
WAB gives Mr. Entwisle one year's notice of intent to terminate.
WAB may terminate Mr. Entwisle's employment without cause and Mr. Entwisle
may terminate his employment for "good reason," as defined in the agreements.
Under such circumstances, however, Mr. Entwisle would be entitled to severance
pay equal to the sum of: (i) one time his base salary; (ii) his maximum
bonus(es) had he remained employed one additional year past the date of
termination; and (iii) an amount equal to his automobile allowance for the one
year preceding the date of termination. The agreement with Mr. Entwisle provides
for the payment of liquidated damages upon termination of employment by WAB
without cause or termination by Mr. Entwisle for "good reason." Under the terms
of the agreement, the amount of liquidated damages is reduced by any severance
pay received by Mr. Entwisle and he is under a duty to mitigate his damages.
Hans T. Y. Tjian accepted a position with WAB as Senior Vice President and
Manager of Operations and Systems Administration under the terms set forth in a
letter agreement dated April 14, 1989. Under the terms of this agreement, Mr.
Tjian is entitled to: (i) receive an annual salary of $130,008; (ii) receive a
car allowance of $1,000 per month; (iii) participate in WAB's executive bonus
plan; (iv) participate in the Corporation's Stock Option Plan; and (v) vacation
leave. In addition, Mr. Tjian is entitled to receive severance pay equal to his
annual base salary for one year if his position is eliminated as a result of a
change of control.
Pension Agreement
During 1997, the Corporation entered into a nonqualified pension agreement
("Pension Agreement") with Mr. Payne in consideration of Mr. Payne's agreement
that restricted performance shares granted in 1995, 1996 and 1997 would be
canceled. The pension is calculated as a percentage of Mr. Payne's three year
average compensation (salary and bonus) preceding the earlier of retirement or
age 55. The percentage will be determined by the Employee Benefits and
Compensation Committee (the "Committee") in 2000 based on the Corporation's
achievement of certain performance goals as follows:
9
* In 1998 the Committee determined that the Corporation had achieved the
performance goals established for Mr. Payne's 1995 restricted performance
shares that were canceled. Under the terms of the Pension Agreement the
annual pension will be no less than $190,572. In January 1999 the
Committee determined that the Corporation had achieved the performance
goals established for Mr. Payne's 1996 restricted performance shares that
were canceled. Thus, under the terms of the Pension Agreement Mr. Payne's
annual pension will be increased by no less than an additional $163,503
resulting in an annual pension of no less than $354,075.
* If the Committee determines in 2000 that the Corporation has achieved the
performance goals established for Mr. Payne's 1997 restricted performance
shares that were canceled, the annual pension will be increased by no less
than an additional $157,870 per year.
Mr. Payne's pension will vest ratably based on his continuous employment
through December 31, 2002, with accelerated vesting in the event of death,
disability, termination without cause or termination as a result of a Change of
Control (as defined in the 1995 Stock Option Plan). Mr. Payne will forfeit any
unvested portion of his pension upon termination of employment. The vested
portion of the pension will be paid to Mr. Payne as a 20-year certain pension
commencing at age 55. The minimum amounts set forth in the section above for
1999 and 2000 are indeterminate at this time, but the actual amounts could be
higher than the minimums set forth.
As part of the pension agreement, if Mr. Payne becomes subject to an excise
tax as a result of the accelerated vesting of the pension in connection with a
Change of Control, Mr. Payne will also receive a cash payment equal to the sum
of (i) the portion of any excise tax due attributable to the vested pension in
excess of the portion of any excise tax that would be due if Mr. Payne's
restricted performance shares had not been canceled, and (ii) the amount
necessary to restore Mr. Payne to the same after-tax position as if no such
excise tax had been imposed.
BOARD COMPENSATION COMMITTEE REPORT
The Board, operating through its Employee Benefits and Compensation
Committee, has established an executive compensation program and determines
annual compensation for executives based on performance. This executive
compensation program and annual evaluation process establishes a competitive
base salary for each executive and offers incentive compensation which can
provide additional compensation if established performance measures are
achieved. This additional compensation can be in the form of short-term annual
cash bonuses, long-term stock options and long-term restricted performance
shares.
As described in the Summary Compensation Table above, each named executive
officer receives a monthly base salary, and is eligible to receive an annual
cash bonus, an annual grant of stock options and an annual grant of restricted
performance shares. Corporate performance measures are established each year
based on the Corporation's objectives. The extent to which these objectives are
achieved determines if the annual option grants and restricted performance share
grants will be made and the amount of such grants. Achievement of these annual
performance measures also determines between 55% and 80% of the annual cash
bonus to be paid to each named executive, with the remaining 45% and 20%
determined by individual and division performance.
Corporate performance measures for 1998, which determined January 1999 cash
bonuses, option grants and restricted performance share grants, were to:
* reach target levels of return on equity, return on assets and earnings
per share;
* maintain credit quality measures at established levels;
* hold noninterest expenses below a specified level and maintain
satisfactory audit results; and
* improve assets per employee and revenues per employee to specified
levels.
Corporate performance measures for 1997, which determined January 1998 cash
bonuses, and option grants, were to:
* reach target levels of return on equity, return on assets and earnings
per share;
10
* complete the acquisition of ValliCorp Holdings, Inc. and Valliwide Bank,
and assimilate their employees and operations into WAB;
* maintain credit quality measures at established levels;
* hold noninterest expenses below a specified level and maintain
satisfactory audit results; and
* improve assets per employee and revenues per employee to specified
levels.
Additional corporate performance objectives for a three-year period are
established by the Employee Benefits and Compensation Committee to accompany
each grant of restricted performance shares. Whether each grant vests three
years following the date of grant is determined by achievement of these
preestablished, three-year performance objectives.
The Chief Executive Officer's base salary in 1998 of $272,016 was
established at a level judged to be competitive with comparable positions at
other financial institutions. The Chief Executive Officer's $300,000 bonus
earned in 1998 (included in the Summary Compensation Table listed above) of
which $150,000 was paid in January of 1999 and $150,000 to be paid in June of
1999, was related 80% to the achievement of the 1998 corporate goals listed
above and 20% to the achievement of individual management goals. The Chief
Executive Officer's receipt, pursuant to the 1995 Stock Option Plan, of 192,090
nonqualified stock options in January 1999 was related to achievement of the
1998 performance measures listed above. Individual management goals achieved in
1998 included satisfactory results from regulatory examinations, satisfactory
internal controls and satisfactory progress on acquisitions. Compared to the
1998 corporate objectives listed above, the Corporation:
* exceeded its profitability objectives;
* improved credit quality measures to better than established levels;
* outperformed noninterest expense and control goals; and
* improved efficiency measures to better than targeted levels.
The Chief Executive Officer's receipt, pursuant to the 1995 Stock Option
Plan of 192,090 nonqualified stock options in January 1998 was related to
achievement of the 1997 corporate performance measures listed above. Compared to
the 1997 corporate objectives listed above, the Corporation:
* met its targeted profitability objectives;
* successfully completed the acquisition of ValliCorp Holding, Inc. and
Valliwide Bank, and successfully assimilated their employees and
operations;
* improved credit quality measures to better than established levels;
* outperformed noninterest expense and control goals; and
* improved efficiency measures to better than targeted levels.
During 1997, the Corporation and Mr. Payne agreed to the grant of a
nonqualified pension in exchange for the cancellation of Mr. Payne's 1995, 1996
and 1997 restricted performance shares because the pension, with the longer
vesting schedule, provides the corporation with a better retention device and
Mr. Payne will receive a level stream of income for 20 years.
Other. In 1993, the Internal Revenue Code ("IRC") was amended to add
section 162(m). Section 162(m) places a limit of $1,000,000 on the amount of
compensation that may be deducted by the Corporation in any year with respect to
certain of the Corporation's highest paid executives. The Corporation intends
generally to qualify compensation paid to executive officers for deductibility
under the IRC, including section 162(m), but reserves the right to pay
compensation that is not deductible under section 162(m).
The Employee Benefits and Compensation Committee believes that the
foregoing compensation programs and policies provide competitive levels of
compensation, encourage long-term performance and promote management retention
while further aligning shareholders' and managements' interests in the
performance of the Corporation and the Corporation's Common Stock.
11
Members of the Employee Benefits and Compensation Committee as of January
25, 1999 are: P. D. Lynch, Chairman, E. Allen, D. Emerson, R. A. Nelson and M.
J. Ryan, Jr.
[The following descriptive data is supplied in accordance with Rule 304(d) of
Regulation S-T]
Period Ending
---------------------------------------------------------
Index 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
- --------------------------------------------------------------------------------------
Westamerica Bancorporation 100.00 111.54 165.63 225.34 405.18 444.10
S&P 500 100.00 101.32 139.39 171.26 228.42 293.69
Western Bank Monitor 100.00 103.32 147.54 182.99 335.73 352.51
<FN>
(1) Assumes $100 invested on December 31, 1993 in the Corporation's Common
Stock, the S&P 500 composite stock index and SNL Securities' Western Bank
Monitor index, with reinvestment of dividends.
(2) Source: SNL Securities.
</FN>
APPROVAL OF AUDITORS
The Board has selected KPMG LLP as independent auditor for the Corporation
for the 1999 fiscal year, subject to the approval of the shareholders. KPMG LLP
has informed the Corporation that it has had no connection during the past three
years with the Corporation or its subsidiaries in the capacity of promoter,
underwriter, voting trustee, director, officer or employee.
Representatives of KPMG LLP will be present at the Meeting with the
opportunity to make a statement if they desire to do so and to respond to
appropriate questions.
12
OTHER MATTERS
Management of the Corporation does not know of any matters to be presented
at the Meeting other than those specifically referred to herein. If any other
matters should properly come before the Meeting or any postponement or
adjournment thereof, the persons named in the enclosed proxy intend to vote
thereon in accordance with their best business judgment.
For a matter to be properly brought before the Meeting by a shareholder,
section 2.02 of the Corporation's Bylaws ("Section 2.02") provides that the
shareholder must deliver or mail a written notice to the Secretary (or Assistant
Secretary) of the Corporation not less than 14 days nor more than 50 days prior
to the Meeting. Section 2.02 also provides that the notice must set forth as to
each matter that the shareholder proposes to bring before the Meeting a brief
description of the business desired to be brought before the Meeting and the
reasons for conducting such business at the Meeting, the name and residence
address of the shareholder proposing such business, the number of shares of the
Corporation's common stock that are owned by the shareholder and any material
interest of the shareholder in such business.
The cost of the solicitation of proxies in the accompanying form will be
borne by the Corporation. The Corporation has retained the services of Corporate
Investor Communications, Inc. to assist in the proxy distribution at a cost not
to exceed $2,000 plus reasonable out-of-pocket expenses. The Corporation will
reimburse banks, brokers and others holding stock in their names or names of
nominees or otherwise for reasonable out-of-pocket expenses incurred in sending
proxies and proxy materials to the beneficial owners of such stock.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Kris Irvine
Kris Irvine
Assistant Corporate Secretary
Dated: March 17, 1999
13
APPENDIX A
- --------------------------------------------------------------------------------
PROXY WESTAMERICA BANCORPORATION PROXY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
WESTAMERICA BANCORPORATION
For the Annual Meeting of Shareholders on April 21, 1999
The undersigned holder hereby authorizes A. Latno, Jr., R. Nelson and E.
Sylvester, each with full power of substitution, 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 Annual
Meeting of Shareholders of said corporation to be held at the Fairfield Center
for Creative Arts, Fairfield, California at 2:00 p.m. on Wednesday, April 21,
1999, upon the matters set forth on the reverse side of this Proxy and described
in the accompanying Proxy Statement and upon such other business as may properly
come before the meeting or any postponement or adjournment thereof.
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 all nominees and FOR Proposal 2.
Please Mark, Sign, Date and Mail This Proxy Promptly,
Using the Enclosed Envelope.
- -----------------------------
COMMENTS/ADDRESS CHANGE
(Continued, and to be signed on the other side)
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
MEETING TICKET REQUEST INSTRUCTIONS
Westamerica Bancorporation
Annual Meeting of Shareholders
2:00 P.M., Wednesday, April 21, 1999
Fairfield Center for Creative Arts
Fairfield, California
You can avoid registration lines by obtaining tickets in advance. If you plan to
attend the Meeting, please mark the "I Plan to Attend Meeting" box on your Proxy
and return it in the enclosed pre-addressed return envelope to Westamerica
Bancorporation, c/o ChaseMellon Shareholder Services, Proxy Processing, Church
St. Station, P.O. Box 1520, New York, NY 10277-1520. You will be mailed a ticket
entitling admission for two people.
- --------------------------------------------------------------------------------
Because of seating limitations, your ticket is valid for admission of up to two
people. If you desire additional tickets, please call Westamerica Bancorporation
at (707) 863-6809.
Do not return this card with your Proxy
- ------------------------------------------------------------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Proposals 1 and 2. Please mark [X]
your votes as
indicated in
this example
WITHHOLD WITHHOLD
FOR FOR
FOR ALL INDIVIDUAL(S) FOR AGAINST ABSTAIN
1. Election of Directors--Nominees [ ] [ ] [ ] 2. Approval of Auditors [ ] [ ] [ ]
01 E. Allen 08 P. Mon Pere
02 L. Bartolini 09 R. Nelson I PLAN TO ATTEND MEETING
03 D. Emerson 10 C. Otto If you check this box to the right [ ]
04 L. Herwaldt 11 D. Payne an admission card will be sent to you.
05 A. Latno, Jr. 12 M. Ryan, Jr.
06 P. Lynch 13 E. Sylvester
07 C. MacMillan
- --------------------------------
Except Nominee(s) written above
- ------------------------------------------------------------------------------------------------------------------------------------
*** IF YOU WISH TO VOTE BY TELEPHONE, PLEASE READ THE INSTRUCTIONS BELOW ***
- ------------------------------------------------------------------------------------------------------------------------------------
DATE / /1999
----------------------------
-----------------------------------------------------
Signature
-----------------------------------------------------
Signature, if Jointly Held
Please sign exactly as name appears hereon. If
acting as attorney, executor, trustee or in other
representative capacity, please sign name and
title. Receipt is hereby acknowledged of the Proxy
Statement for the Meeting.
- ------------------------------------------------------------------------------------------------------------------------------------
- FOLD AND DETACH HERE --
VOTE BY TELEPHONE
QUICK - - - EASY - - - IMMEDIATE
Your telephone vote authorizes the named proxies to vote your shares in the same
manner as if you marked, signed and returned your proxy card.
* You will be asked to enter a Control Number which is located in the box in
the lower right hand corner of this form.
- --------------------------------------------------------------------------------
OPTION #1: To vote as the Board of Directors recommends on ALL proposals:
Press 1.
- --------------------------------------------------------------------------------
When asked, please confirm your vote by Pressing 1.
- --------------------------------------------------------------------------------
OPTION #2. If you choose to vote on each proposal separately, press 0. You will
hear these instructions:
- --------------------------------------------------------------------------------
Proposal 1: To vote FOR ALL nominees, press 1; to WITHHOLD FOR ALL nominees,
press 9.
To WITHHOLD FOR INDIVIDUAL nominee(s), press 0 and listen to the
instructions.
Proposal 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
When asked, please confirm your vote by Pressing 1.
- --------------------------------------------------------------------------------
PLEASE DO NOT RETURN THE ABOVE PROXY CARD IF VOTED BY PHONE.
- --------------------------------------------------------------------------------
* You will then be asked if you plan to attend the Meeting. If you plan to
attend, press 1; you will be sent an admission card. If you do not plan to
attend, press 0.
Call - - Toll Free - - On a Touch Tone Telephone
1-800-840-1208 - ANYTIME
There is NO CHARGE to you for this call.
APPENDIX B
- --------------------------------------------------------------------------------
PROXY WESTAMERICA BANCORPORATION PROXY
VOTING INSTRUCTIONS
TO THE TRUSTEE SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
WESTAMERICA BANCORPORATION
For the Annual Meeting of Shareholders on April 21, 1999
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 Annual
Meeting of Shareholders of said corporation to be held at the Fairfield Center
for Creative Arts, Fairfield, California at 2:00 p.m. on Wednesday, April 21,
1999 and any postponement or adjournment thereof.
These 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. The Trustee may vote according to its discretion on any other matter
which may properly come before the meeting.
Please Mark, Sign, Date and Mail These Voting Instructions Promptly,
Using the Enclosed Envelope.
(Continued, and to be signed on the other side)
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE --
[GRAPHIC OMITTED]
March 17, 1999
Dear Participant:
As a participant in the Westamerica Bancorporation Tax Deferred
Savings/Retirement Plan (the "Plan"), you have an interest in the Annual Meeting
of Shareholders of Westamerica Bancorporation which will be held on Wednesday,
April 21, 1999 (the "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
February 26, 1999.
For your information, we have enclosed a copy of the Proxy Statement and
the Annual Report supplied to shareholders of Westamerica Bancorporation. The
enclosed Proxy Statement describes two proposals to be voted on by the
shareholders of Westamerica Bancorporation at the Meeting. The Board of
Directors of Westamerica Bancorporation recommends a vote FOR PROPOSALS 1 AND 2.
Please instruct the Trustee how to vote on these proposals by indicating your
selection on the above Proxy.
If the Trustee does not receive written instructions from you before the
close of business on April 13, 1999, 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.
The Trustee may also use its discretion in voting on any other business
which may properly be brought before the Meeting (or any postponement or
adjournment thereof) that was not specified in the Notice of Annual Meeting of
Shareholders. Please instruct the Trustee how to vote your shares. A return
envelope is enclosed for your convenience.
Sincerely yours,
/s/ Kris Irvine
Kris Irvine
Assistant Corporate Secretary
APPENDIX C
M WESTAMERICA BANCORPORATION
E
E Attn: Corporate Secretary, A-2M
T P.O. Box 1200
I Suisun City, CA 94585-1200
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