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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):
January 28, 2005
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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) 863-6000
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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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Exhibits
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99.1 Press release dated January 26, 2005
99.2 Press release dated January 28, 2005
Item 8.01: Other Events
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On January 26, 2005 Westamerica Bancorporation announced the approval from
the Board of Governors of the Federal Reserve System of Westamerica's
acquisition of Redwood Empire Bancorp. A copy of the press release is
attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by
reference.
On January 28, 2005 Westamerica Bancorporation issued a correcting press
release of the January 26, 2005 press release regarding the approximate
per share value of stock and cash consideration.
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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
Senior Vice President and Controller
January 28, 2005
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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 5-7
January 26, 2005
(99.2) Press release dated 8-9
January 28, 2005
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Exhibit 99.1:
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FOR IMMEDIATE RELEASE
January 26, 2005
WESTAMERICA MERGER APPLICATION APPROVED BY FEDERAL RESERVE
San Rafael, CA: Westamerica Bancorporation (NASDAQ: WABC) and Redwood
Empire Bancorp (NASDAQ: REBC) signed a definitive agreement August 25, 2004
under which Westamerica Bancorporation will acquire Redwood Empire Bancorp,
parent company of National Bank of the Redwoods. Redwood Empire Bancorp
announced December 15, 2004 its shareholders approved the merger with
Westamerica Bancorporation. Pursuant to the terms of the definitive agreement,
Westamerica filed a customary merger application with the Board of Governors of
the Federal Reserve System ("FRB"). Today, the FRB approved Westamerica's merger
application subject to Westamerica's divestiture of approximately $43 million in
deposits domiciled in Lake County.
The definitive agreement provides an adjustment to the merger
consideration to be paid Redwood shareholders if such a divestiture is required.
For a divestiture of over $30 million in deposits, the consideration paid to
Redwood Empire Bancorp shareholders is reduced by $0.30 to approximately $28.44
per share, consisting of $11.37 in cash and shares of Westamerica common stock
valued at approximately $17.07. The Westamerica Bancorporation common stock to
be received by Redwood Empire Bancorp shareholders is subject to a formula based
on the average closing price of Westamerica Bancorporation common stock as
traded on the NASDAQ during the 20-trading days ending two days prior to the
effective date of the merger. If the 20-trading day average price is not less
than $45.4950 and not more than $55.6050, Redwood Empire Bancorp shareholders
will receive Westamerica Bancorporation common stock valued at approximately
$17.07, as determined due to the required deposit divestiture. However, if the
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20-trading day average price is less than $45.4950 or more than $55.6050,
the Westamerica Bancorporation common stock received is subject to further
adjustment according to the terms of the definitive agreement. For example, the
average closing price of Westamerica Bancorporation common stock for the 20-
trading days ending January 26, 2005 is $56.33. While the ultimate average price
will not be determined until the effective date of the merger, assuming an
average price of $56.33 and the required divestiture of over $30 million Lake
County deposits, Redwood Empire Bancorp shareholders would receive Westamerica
Bancorporation common stock valued at approximately $17.29 plus cash of $11.27
for total consideration of $28.56 for each share of Redwood Empire Bancorp. The
closing price of Westamerica common stock on January 26, 2005 was $53.14.
The merger will result in the issuance of approximately 1.55 million new
shares of Westamerica common stock, and payment of cash of approximately $56
million. At December 31, 2004, Westamerica had approximately 31.6 million shares
outstanding and Redwood Empire Bancorp had approximately 5.0 million shares
outstanding. Although the parties have not adopted any formal timetable, the
FRB's approval allows completion of the merger no sooner than 15 days but no
later than three months from the date of approval.
In addition to FRB approval, the merger is subject to approval by the
Department of Financial Institutions ("DFI") under the California Financial
Code. Westamerica has filed a merger application with the DFI.
The agreement is subject to certain other terms and conditions, as
described in Westamerica Bancorporation's Form S-4 filed with the Securities and
Exchange Commission on October 15, 2004, and available at
http://www.sec.gov/Archives/edgar/data/311094/000095013404015085/0000950134-04-
015085-index.htm
Westamerica Bancorporation through its wholly owned subsidiary,
Westamerica Bank, operates 87 branches and two trust offices throughout 22
Northern and Central California counties. Westamerica's assets at December 31,
2004 were approximately $4.7 billion.
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Westamerica Bancorporation Web Address: www.westamerica.com
For additional information contact:
Westamerica Bancorporation
Robert A. Thorson - SVP & Treasurer
707-863-6840
FORWARD-LOOKING INFORMATION:
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
September 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.
Westamerica has filed a registration statement on Form S-4 with the SEC in
connection with the proposed merger. Westamerica Bancorporation and Redwood
Empire Bancorp also filed a proxy statement/prospectus and other information
with the SEC. Investors and security holders are advised to read the proxy
statement/prospectus and these materials, because they contain important
information.
Redwood Empire Bancorp and its officers and directors may be deemed to be
participants in the solicitation of proxies with respect to the proposed
transaction matters. Information regarding such individuals is included in the
Annual Report on Form 10-K filed by Redwood Empire Bancorp with the SEC on March
30, 2004, and in the Definitive Proxy Statement on Schedule 14A filed by Redwood
Empire Bancorp with the SEC on April 14, 2004 and was incorporated by reference
in the proxy statement/prospectus relating to the merger.
Investors and security holders may obtain a free copy of the proxy
statement/prospectus and other documents filed by Westamerica Bancorporation and
Redwood Empire Bancorp with the SEC at the SEC's web site at http://www.sec.gov.
For investor information on Westamerica Bancorporation at no charge, visit
"http://www.westamerica.com/investor_relations/index.html" or call 707-863-6992.
Free copies of Redwood Empire Bancorp's filings may be obtained by directing a
request to Redwood Empire Bancorp, attention Corporate Secretary, 111 Santa Rosa
Avenue, Santa Rosa, California 95404-4905; Telephone: (707) 573-4800.
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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Exhibit 99.2:
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FOR IMMEDIATE RELEASE
January 28, 2005
WESTAMERICA MERGER CONSIDERATION FOR
REDWOOD EMPIRE BANCORP SHARES
San Rafael, CA: In our press release of January 26, 2005, the sentence
describing the hypothetical merger consideration based on the average closing
price of Westamerica Bancorporation (Nasdaq: WABC) common stock for the 20
trading days ending January 26, 2005, should have indicated that Redwood Empire
Bancorp (Nasdaq: REBC) shareholders would receive Westamerica common stock
valued at approximately $17.29 plus cash of $11.37 for total consideration of
$28.66 for each share of Redwood Empire Bancorp (instead of cash of $11.27 and
total consideration of $28.56).
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:
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
September 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.
Westamerica has filed a registration statement on Form S-4 with the SEC in
connection with the proposed merger. Westamerica Bancorporation and Redwood
Empire Bancorp also filed a proxy statement/prospectus and other information
with the SEC. Investors and security holders are advised to read the proxy
statement/prospectus and these materials, because they contain important
information.
Redwood Empire Bancorp and its officers and directors may be deemed to be
participants in the solicitation of proxies with respect to the proposed
transaction matters. Information regarding such individuals is included in the
Annual Report on Form 10-K filed by Redwood Empire Bancorp with the SEC on March
30, 2004, and in the Definitive Proxy Statement on Schedule 14A filed by Redwood
Empire Bancorp with the SEC on April 14, 2004 and was incorporated by reference
in the proxy statement/prospectus relating to the merger.
Investors and security holders may obtain a free copy of the proxy
statement/prospectus and other documents filed by Westamerica Bancorporation and
Redwood Empire Bancorp with the SEC at the SEC's web site at http://www.sec.gov.
For investor information on Westamerica Bancorporation at no charge, visit
"http://www.westamerica.com/investor_relations/index.html" or call 707-863-6992.
Free copies of Redwood Empire Bancorp's filings may be obtained by directing a
request to Redwood Empire Bancorp, attention Corporate Secretary, 111 Santa Rosa
Avenue, Santa Rosa, California 95404-4905; Telephone: (707) 573-4800.
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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