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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, 2009
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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-4(c))
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Exhibits
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99.1 Press release dated September 2, 2009
Item 8.01: Other Events
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On September 2, 2009 Westamerica Bancorporation announced a redemption of
preferred stock and approval of a common 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/ JOHN "ROBERT" THORSON
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John "Robert" Thorson
Senior Vice President and Chief Financial Officer
September 2, 2009
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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, 2009
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Exhibit 99.1:
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FOR IMMEDIATE RELEASE
September 2, 2009
WESTAMERICA BANCORPORATION REDEEMS PREFERRED STOCK
San Rafael, CA: Westamerica Bancorporation (NASDAQ: WABC) today redeemed
41,863 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series A
(Preferred Stock) at $1,000 per share. This $42 million redemption represents
fifty percent of the Preferred Stock issued to the United States Department of
the Treasury on February 13, 2009. This redemption will require a one-time
after-tax charge of $538 thousand, equivalent to approximately $0.02 diluted
earnings per common share (EPS), to accelerate the Preferred Stock discount
accretion. Quarterly Preferred Stock dividends and discount accretion will
decline $553 thousand following the redemption, increasing quarterly EPS by
approximately $0.02.
"Westamerica is pleased to begin repaying the preferred stock, and intends to
complete full redemption using our operating earnings. Our healthy capital
position and asset quality provide the financial strength to retire the
preferred stock," stated Chairman, President and CEO David Payne." The County
Bank systems conversions and final branch consolidations were completed on our
timeline over the weekend of August 15, 2009. Our operating earnings will
benefit from the reduced cost structure following the integration," concluded
Payne.
On August 27, 2009, Westamerica's Board of Directors approved the repurchase of
up to two million shares of the Company's common stock from time to time prior
to September 1, 2010. This plan replaces the existing two million share
repurchase program, under which 1,955 thousand shares remained available to
purchase as of June 30, 2009. Under the terms of the Preferred Stock, common
stock repurchases are restricted. "This stock repurchase program provides
management with the flexibility to continue optimizing the Company's capital
following full redemption of the preferred stock," stated Chairman, President
and CEO David Payne.
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At September 1, 2009, Westamerica Bancorporation, through its wholly owned
subsidiary, Westamerica Bank, operates 99 branches and two trust offices
throughout Northern and Central California.
Westamerica Bancorporation Web Address: www.westamerica.com
For additional information contact:
Westamerica Bancorporation
Robert A. Thorson - SVP & Chief Financial Officer
707-863-6840
FORWARD-LOOKING INFORMATION:
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This press release contains forward-looking statements about Westamerica
Bancorporation for which it claims the protection of the safe harbor provisions
contained in the Private Securities Litigation Reform Act of 1995. Examples of
forward-looking statements include, but are not limited to: (i) projections of
revenues, expenses, income or loss, earnings or loss per share, the payment or
nonpayment of dividends, capital structure and other financial items; (ii)
statements of plans, objectives and expectations of the Company or its
management or board of directors, including those relating to products or
services; (iii) statements of future economic performance; and (iv) statements
of assumptions underlying such statements. Words such as "believes",
"anticipates", "expects", "intends", "targeted", "projected", "continue",
"remain", "will", "should", "may" and other similar expressions are intended to
identify forward-looking statements but are not the exclusive means of
identifying such statements.
These forward-looking statements are based on Management's current knowledge and
belief and include information concerning the Company's possible or assumed
future financial condition and results of operations. A number of factors, some
of which are beyond the Company's ability to predict or control, could cause
future results to differ materially from those contemplated. The Company's most
recent quarterly report on Form 10-Q for the quarter ended June 30, 2009 and
annual report on Form 10-K for the year ended December 31, 2008 filed with the
Securities and Exchange Commission describe some of these factors. These factors
include but are not limited to (1) the length and severity of current
difficulties in the national and California economies and the effects of federal
and state government efforts to address those difficulties; (2) continued low
liquidity levels in capital markets; (3) fluctuations in asset prices including,
but not limited to, stocks, bonds, real estate, and commodities; (4) the effect
of acquisitions and integration of acquired businesses including the recently
acquired County Bank; (5) economic uncertainty created by terrorist threats and
attacks on the United States, the actions taken in response, and the uncertain
effect of these events on the national and regional economies; (6) changes in
the interest rate environment; (7) changes in the regulatory environment; (8)
significantly increasing competitive pressure in the banking industry; (9)
operational risks including data processing system failures or fraud; (10)
volatility of rate sensitive loans, deposits and investments; (11)
asset/liability management risks and liquidity risks; and (12) changes in the
securities markets. The Company undertakes no obligation to update any forward-
looking statements to reflect circumstances or events that occur after the date
forward-looking statements are made.
Forward-looking statements speak only as of the date they are made.
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