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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):
February 17, 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 February 17, 2005
Item 8.01: Other Events
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On February 17, 2005 Westamerica Bancorporation announced that it has
satisfied a condition of the Board of Governors of the Federal Reserve
System for 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.
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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
February 18, 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 5-6
February 17, 2005
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Exhibit 99.1:
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FOR IMMEDIATE RELEASE
February 17, 2005
WESTAMERICA SATISFIES FEDERAL RESERVE CONDITION
TO COMPLETE MERGER
San Rafael, CA: On January 26, 2005, Westamerica Bancorporation (NASDAQ: WABC)
received approval from the Board of Governors of the Federal Reserve
System("FRB") to acquire Redwood Empire Bancorp (NASDAQ: REBC), subject to
divestiture of approximately $43 million in deposits domiciled in Lake County.
Westamerica has now entered a purchase and assumption agreement to sell one
branch with the requisite deposits. This satisfies one of the conditions
necessary for Westamerica to complete its acquisition of Redwood Empire.
Westamerica Bancorporation through its wholly owned subsidiary, Westamerica
Bank, operates 87 branches and two trust offices throughout 22 Northern and
Central California counties. At December 31, 2004, Westamerica's assets totaled
approximately $4.7 billion and Redwood Empire Bancorp's assets totaled
approximately $511 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:
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.
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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