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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 2, 2004
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WESTAMERICA BANCORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
CALIFORNIA
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(State or Other Jurisdiction of Incorporation)
001-9383 94-2156203
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(Commission File Number) (IRS Employer Identification No.)
1108 Fifth Avenue, San Rafael, California 94901
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(Address of Principal Executive Offices) (Zip Code)
(707) 863-8000
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(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4c))
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Item 8.01: Other Events
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On September 2, 2004 Westamerica Bancorporation announced a stock
repurchase plan. A copy of the press release is attached as Exhibit 99.1
to this Form 8-K and is incorporated herein by reference.
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Signatures
Pursuant to 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
September 7, 2004
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INDEX TO EXHIBITS
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Sequentially
Exhibit No. Description Number Page
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(99.1) Press release dated 5-6
September 2, 2004
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FOR IMMEDIATE RELEASE
September 2, 2004
WESTAMERICA BANCORPORATION ANNOUNCES
STOCK REPURCHASE PLAN
San Rafael, Calif: Westamerica Bancorporation (NASDAQ: WABC), parent company of
Westamerica Bank, today announced that its Board of Directors approved a plan to
repurchase, as conditions warrant, up to two million shares of the Company's
common stock on the open market or in privately negotiated transactions from
time to time prior to September 1, 2005. The repurchase plan represents
approximately 6.3% of the Company's currently outstanding common stock. This
plan replaces the existing two million-share stock repurchase program authorized
in August 2003. As previously announced, Westamerica and Redwood Empire Bancorp
signed a definitive agreement under which Westamerica will acquire Redwood
Empire Bancorp for approximately $148 million in a combination of stock and
cash. Westamerica intends to reduce the allocation of its operating cash flow
toward the repurchase of its common shares in order to meet the approximate $57
million cash payment for this transaction, which is estimated to be completed in
the fourth quarter 2004 or early first quarter 2005.
Chairman, President, and CEO David Payne stated "This stock repurchase
program is being adopted to continue to provide management with the flexibility
to optimize the Company's use of equity capital and enhance shareholder value.
Westamerica's strong capital position, profitability and low-risk balance sheet
supported the initiation of this new program."
Westamerica Bancorporation is the holding company for Westamerica Bank
operating 87 branches and 2 trust offices throughout 22 counties in Northern and
Central California. At June 30, 2004, total assets were $4.6 billion,
Shareholders' equity was $330 million, and total common shares outstanding were
approximately 31.8 million.
Westamerica Bancorporation Web Address: www.westamerica.com
For additional information contact:
Westamerica Bancorporation
Robert A. Thorson - SVP & Treasurer
707-863-6840
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FORWARD-LOOKING INFORMATION:
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The following appears in accordance with the Private Securities Litigation
Reform Act of 1995:
This press release may contain forward-looking statements about the Company,
including descriptions of plans or objectives of its management for future
operations, products or services, and forecasts of its revenues, earnings or
other measures of economic performance. Forward-looking statements can be
identified by the fact that they do not relate strictly to historical or current
facts. They often include the words "believe," "expect," "anticipate,"
"intend," "plan," "estimate," or words of similar meaning, or future or
conditional verbs such as "will," "would," "should," "could," or "may."
Forward-looking statements, by their nature, are subject to risks and
uncertainties. A number of factors - many of which are beyond the Company's
control - could cause actual conditions, events or results to differ
significantly from those described in the forward-looking statements. The
Company's most recent annual and quarterly reports filed with the Securities and
Exchange Commission, including the Company's Form 10-Q for the quarter ended
June 30, 2004 and Form 10-K for the year ended December 31, 2003, describe some
of these factors, including certain credit, market, operational, liquidity and
interest rate risks associated with the Company's business and operations.
Other factors described in these reports include changes in business and
economic conditions, competition, fiscal and monetary policies,
disintermediation, legislation including the Sarbanes-Oxley Act of 2002 and the
Gramm-Leach-Bliley Act of 1999, the combination of the former Kerman State Bank
and other mergers and acquisitions.
Forward-looking statements speak only as of the date they are made. The
Company does not undertake to update forward-looking statements to reflect
circumstances or events that occur after the date forward looking statements are
made.
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