-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ULS27giSmnwcWn3TdffVPfLJGoV6ZTd9Up8VpZJX92cPjMZ4OfzE5eUdUjFq409R cRzY5eC1y9GiRJeEaB9cAQ== 0000311094-97-000004.txt : 19970428 0000311094-97-000004.hdr.sgml : 19970428 ACCESSION NUMBER: 0000311094-97-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970412 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970425 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTAMERICA BANCORPORATION CENTRAL INDEX KEY: 0000311094 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 942156203 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09383 FILM NUMBER: 97587394 BUSINESS ADDRESS: STREET 1: 1108 FIFTH AVE CITY: SAN RAFAEL STATE: CA ZIP: 94901 BUSINESS PHONE: 4152578000 MAIL ADDRESS: STREET 1: 1108 FIFTH AVENUE CITY: SAN RAFAEL STATE: CA ZIP: 94901 FORMER COMPANY: FORMER CONFORMED NAME: INDEPENDENT BANKSHARES CORP DATE OF NAME CHANGE: 19830801 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington D.C. 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): April 12, 1997 WESTAMERICA BANCORPORATION ---------------------------------------------------- (Exact name of registrant as specified in its charter) Commission File Number: 1-9383 CALIFORNIA 94-2156203 ---------------------- -------------------- (State of incorporation) (I.R.S. Employer identification number) 1108 FIFTH AVENUE, SAN RAFAEL, CALIFORNIA 94901 ---------------------------------------------------- (Address of principal executive offices and zip code) (415) 257-8000 -------------- (Registrant's area code and telephone number) ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS (a) On April 12, 1997, the merger of ValliCorp Holdings, Inc. ("ValliCorp"), parent company of ValliWide Bank, with and into Westamerica Bancorporation (the "Company") became effective as of 12:01 a.m. Pacific Time. The merger, which was announced on November 12, 1996, was approved by a majority of the Company's and of ValliCorp's shareholders on February 24, 1997. Federal Reserve Board approval was received on March 19, 1997. By virtue of the merger, the Company acquired all of the assets of ValliCorp. ValliCorp assets are detailed in the financial statements in Item 7 below. Under the terms of the Agreement and Plan of Reorganization among ValliCorp, ValliWide Bank and Westamerica Bancorporation, dated as of November 11, 1996, as amended (the "Agreement and Plan of Reorganization"), each share of ValliCorp Common Stock will be exchanged for .3479 shares of the Company's Common Stock. The exchange ratio of .3479 was calculated pursuant to the Agreement and Plan of Reorganization. No gain or loss for tax purposes will be recognized by ValliCorp shareholders, except with respect to cash received in lieu of fractional shares. Based on the closing price of the Company's Common Stock on April 11, 1997, the acquisition was valued at approximately $290 million or $20.11 per share. (b) Principal assets of ValliCorp included cash and cash equivalents, loans and other extensions of credit and investment securities, and any physical assets such as real estate or buildings accounted for an immaterial portion of the assets of ValliCorp. See the financial statements in Item 7. ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of ValliCorp Holdings, Inc.: Page Report of Independent Public Accountants * Consolidated Balance Sheets at December 31, 1995 and 1996 * Consolidated Statements of Income for the years ended December 31, 1994, 1995 and 1996 * Consolidated Statements of Shareholders' Equity for the years ended December 31, 1994, 1995 and 1996 * Consolidated Statements of Cash Flows for the years ended December 31, 1997, 1995 and 1996 * Notes to Consolidated Financial Statements * * Financial Statements of ValliCorp Holdings, Inc., are incorporated herein by reference to Item 8 of the Annual Report on Form 10-K of ValliCorp Holdings, Inc., for the fiscal year ended December 31, 1996. (b) Pro forma financial information: Condensed Consolidated Balance Sheet as of December 31, 1996 4 Condensed Consolidated Statements of Income for the years ended December 31, 1996, 1995 and 1994 5 (c) Exhibits: Exhibit No. ----------- 2.1 Agreement and Plan of Merger by and between ValliCorp Holdings, Inc., and Westamerica Bancorporation, dated as of April 11, 1997, as filed with the Secretary of State of the State of California. Selected Historical and Pro Forma Financial Data The following tables present selected historical and pro forma combined consolidated financial information for Westamerica Bancorporation and ValliCorp Holdings, Inc. The unaudited pro forma combined financial information presents selected financial information based on historical financial statements of the parties. The unaudited pro forma combined financial information gives effect to the Merger under the pooling-of-interests method of accounting as if the Merger had been in effect for the periods indicated or on December 31, 1996. The unaudited pro forma combined and pro forma equivalent financial statements are for illustrative purposes only and do not indicate the results or financial position that would have occurred if the Merger had been in effect on the dates or for the periods indicated or that may occur in the future. Westamerica Bancorporation and ValliCorp Holdings, Inc. (Unaudited Pro Forma Combined) Consolidated Balance Sheet (In thousands)
ASSETS Cash and cash equivalents $149,429 $205,748 $-- $355,177 Money market assets 250 -- -- 250 Investment securities available for sale 696,610 198,204 (2,353) 892,461 Investment securities held to maturity 197,428 18,004 -- 215,432 Loans 1,444,237 834,741 -- 2,278,978 Reserve for loan losses (34,919) (16,002) -- (50,921) ----------- ----------- ----------- ----------- Net loans 1,409,318 818,739 -- 2,228,057 Other real estate owned 6,091 3,821 -- 9,912 Premises and equipment, net 34,895 29,073 -- 63,968 Interest receivable and other assets 54,466 47,051 (8) 101,509 ----------- ----------- ----------- ----------- Total assets $2,548,487 $1,320,640 ($2,361) $3,866,766 =========== =========== =========== =========== LIABILITIES Deposits: Non-interest bearing $515,451 $319,513 $-- $834,964 Interest bearing: Transaction and savings 1,058,247 510,775 -- 1,569,022 Time 507,698 317,016 -- 824,714 ----------- ----------- ----------- ----------- Total deposits 2,081,396 1,147,304 -- 3,228,700 Funds purchased 161,147 6,300 -- 167,447 Liability for interest, taxes and other expenses 24,498 8,281 (304) 32,475 Notes and mortgages payable 42,500 16,365 -- 58,865 ----------- ----------- ----------- ----------- Total liabilities 2,309,541 1,178,250 (304) 3,487,487 SHAREHOLDERS' EQUITY Authorized Issued and outstanding 93,558 95,307 (1,655) 187,210 Unrealized gain on securities available for sales 7,817 (1,396) (402) 6,019 Retained earnings 137,571 48,479 -- 186,050 ----------- ----------- ----------- ----------- Total shareholders' equity 238,946 142,390 (2,057) 379,279 ----------- ----------- ----------- ----------- Total liabilities and shareholders' equity $2,548,487 $1,320,640 ($2,361) $3,866,766 =========== =========== =========== ===========
Westamerica Bancorporation and ValliCorp Holdings, Inc. (Unaudited Pro Forma Combined) Condensed Consolidated Statements of Income (In thousands, except per share data)
Year Ended December 31, 1996 --------------------------------------------------------- Westamerica and Westamerica Pro Forma ValliCorp Pro Bancorporation ValliCorp Adjustments Forma Combined ------------- ---------- ----------- -------------- INTEREST INCOME Loans $124,838 $82,048 $-- $206,886 Money market assets and funds sold -- 5,218 -- 5,218 Trading account securities -- -- -- 0 Investment securities 49,427 12,696 (45) 62,078 --------- --------- --------- --------- Total interest income 174,265 99,962 (45) 274,182 INTEREST EXPENSE Deposits 48,561 29,024 -- 77,585 Funds purchased 9,528 446 -- 9,974 Notes and mortgages payable 2,828 1,313 -- 4,141 --------- --------- --------- --------- Total interest expense 60,917 30,783 -- 91,700 --------- --------- --------- --------- NET INTEREST INCOME 113,348 69,179 (45) 182,482 0 Provision for loan losses 4,575 7,731 -- 12,306 NET INTEREST INCOME AFTER --------- --------- --------- --------- PROVISION FOR LOAN LOSSES 108,773 61,448 (45) 170,176 0 NON-INTEREST INCOME 0 Service charges on deposit accounts 12,847 2,801 -- 15,648 Merchant credit card 2,657 1,892 -- 4,549 Mortgage banking 1,290 696 -- 1,986 Financial services commissions 788 -- -- 788 Trust fees 386 -- -- 386 Securities (loss) gain 29 -- -- 29 Other 4,046 8,881 (6) 12,921 --------- --------- --------- --------- Total non-interest income 22,043 14,270 (6) 36,307 0 NON-INTEREST EXPENSE 0 Salaries and related benefits 38,171 23,378 -- 61,549 Occupancy 10,313 6,490 -- 16,803 Equipment 5,471 4,652 -- 10,123 Data processing 4,027 -- -- 4,027 Professional fees 2,451 -- -- 2,451 Other real estate owned 425 -- -- 425 FDIC insurance 16 -- -- 16 Merger costs -- 6,016 -- 6,016 Other 14,753 19,888 -- 34,641 --------- --------- --------- --------- Total non-interest expense 75,627 60,424 -- 136,051 --------- --------- --------- --------- INCOME BEFORE INCOME TAXES 55,189 15,294 (51) 70,432 Provision for income taxes 17,449 6,166 (10) 23,605 --------- --------- --------- --------- NET INCOME $37,740 $9,128 ($41) 46,827 ========= ========= ========= ========= Average shares outstanding 9,613 13,739 (111) 14,354 PER SHARE DATA Earnings per share $3.93 $0.67 $3.26
Westamerica Bancorporation and ValliCorp Holdings, Inc. (Unaudited Pro Forma Combined) Condensed Consolidated Statements of Income (In thousands, except per share data)
Year Ended December 31, 1995 --------------------------------------------------------- Westamerica and Westamerica Pro Forma ValliCorp Pro Bancorporation ValliCorp Adjustments Forma Combined ------------- ---------- ----------- -------------- INTEREST INCOME Loans $128,264 $89,560 $-- $217,824 Money market assets and funds sold 276 3,604 -- 3,880 Trading account securities 1 -- -- 1 Investment securities 45,836 16,160 -- 61,996 --------- --------- --------- --------- Total interest income 174,377 109,324 -- 283,701 INTEREST EXPENSE Deposits 48,479 34,955 -- 83,434 Funds purchased 8,403 303 -- 8,706 Notes and mortgages payable 1,730 1,757 -- 3,487 --------- --------- --------- --------- Total interest expense 58,612 37,015 -- 95,627 --------- --------- --------- --------- NET INTEREST INCOME 115,765 72,309 -- 188,074 0 Provision for loan losses 5,595 9,633 -- 15,228 NET INTEREST INCOME AFTER --------- --------- --------- --------- PROVISION FOR LOAN LOSSES 110,170 62,676 -- 172,846 0 NON-INTEREST INCOME 0 Service charges on deposit accounts 12,734 8,534 -- 21,268 Merchant credit card 2,422 1,172 -- 3,594 Mortgage banking 1,479 590 -- 2,069 Financial services commissions 611 239 -- 850 Trust fees 615 -- -- 615 Securities (loss) gain 19 (113) -- (94) Other 3,653 2,274 -- 5,927 --------- --------- --------- --------- Total non-interest income 21,533 12,696 -- 34,229 0 NON-INTEREST EXPENSE 0 Salaries and related benefits 41,171 25,293 -- 66,464 Occupancy 10,684 6,099 -- 16,783 Equipment 6,255 4,837 -- 11,092 Data processing 4,239 1,366 -- 5,605 Professional fees 3,905 2,348 -- 6,253 Other real estate owned 890 940 -- 1,830 FDIC insurance 2,375 1,405 -- 3,780 Merger costs -- 700 -- 700 Other 16,821 12,632 -- 29,453 --------- --------- --------- --------- Total non-interest expense 86,340 55,620 -- 141,960 --------- --------- --------- --------- INCOME BEFORE INCOME TAXES 45,363 19,752 -- 65,115 Provision for income taxes 13,979 7,950 -- 21,929 --------- --------- --------- --------- NET INCOME $31,384 $11,802 $-- 43,186 ========= ========= ========= ========= Average shares outstanding 9,877 13,525 -- 14,582 PER SHARE DATA Earnings per share $3.18 $0.88 $2.96
Westamerica Bancorporation and ValliCorp Holdings, Inc. (Unaudited Pro Forma Combined) Condensed Consolidated Statements of Income (In thousands, except per share data)
Year Ended December 31, 1994 --------------------------------------------------------- Westamerica and Westamerica Pro Forma ValliCorp Pro Bancorporation ValliCorp Adjustments Forma Combined ------------- ---------- ----------- -------------- INTEREST INCOME Loans $120,115 $72,389 $-- $192,504 Money market assets and funds sold 1,367 1,008 -- 2,375 Trading account securities 2 -- -- 2 Investment securities 44,610 17,147 -- 61,757 --------- --------- --------- --------- Total interest income 166,094 90,544 -- 256,638 INTEREST EXPENSE Deposits 41,967 22,906 -- 64,873 Funds purchased 5,281 319 -- 5,600 Notes and mortgages payable 2,612 236 -- 2,848 --------- --------- --------- --------- Total interest expense 49,860 23,461 -- 73,321 --------- --------- --------- --------- NET INTEREST INCOME 116,234 67,083 -- 183,317 0 Provision for loan losses 7,420 3,958 -- 11,378 NET INTEREST INCOME AFTER --------- --------- --------- --------- PROVISION FOR LOAN LOSSES 108,814 63,125 -- 171,939 0 NON-INTEREST INCOME 0 Service charges on deposit accounts 12,948 8,864 -- 21,812 Merchant credit card 2,401 865 -- 3,266 Mortgage banking 4,270 521 -- 4,791 Financial services commissions 673 212 -- 885 Trust fees 751 -- -- 751 Securities (loss) gain (60) 7 -- (53) Other 5,016 461 -- 5,477 --------- --------- --------- --------- Total non-interest income 25,999 10,930 -- 36,929 0 NON-INTEREST EXPENSE 0 Salaries and related benefits 45,106 25,327 -- 70,433 Occupancy 10,632 5,448 -- 16,080 Equipment 6,149 4,293 -- 10,442 Data processing 4,466 1,743 -- 6,209 Professional fees 4,079 1,937 -- 6,016 Other real estate owned 623 254 -- 877 FDIC insurance 4,683 2,589 -- 7,272 Merger costs -- 3,367 -- 3,367 Other 18,603 10,829 -- 29,432 --------- --------- --------- --------- Total non-interest expense 94,341 55,787 -- 150,128 --------- --------- --------- --------- INCOME BEFORE INCOME TAXES 40,472 18,268 -- 58,740 Provision for income taxes 12,810 7,817 -- 20,627 --------- --------- --------- --------- NET INCOME $27,662 $10,451 $-- 38,113 ========= ========= ========= ========= Average shares outstanding 9,916 13,402 -- 14,579 PER SHARE DATA Earnings per share $2.79 $0.78 $2.61
SIGNATURE Pursuant to the requirements of 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 By /s/ Dennis R. Hansen ------------------------- Dennis R. Hansen Senior Vice President and Controller Dated: April 25, 1997. EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 2.1 Agreement and Plan of Merger by and between ValliCorp Holdings, Inc., and Westamerica Bancorporation, dated as of April 11, 1997, as filed with the Secretary of State of the State of California. EX-2 2 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER ---------------------------- THIS AGREEMENT AND PLAN OF MERGER, dated as of April 11, 1997 (this "Merger Agreement"), is made and entered into by and between ValliCorp Holdings, Inc., a Delaware corporation ("Seller") and Westamerica Bancorporation, a California corporation ("Buyer"). W I T N E S S E T H: A. The Boards of Directors of Buyer and Seller have approved, and deem it advisable and in the best interests of Buyer, Seller and their respective shareholders, that Buyer and Seller consummate the business transaction provided for herein in which Seller would merge with and into Buyer (the "Merger"). B. Buyer and Seller have entered into an Agreement and Plan of Reorganization dated as of November 11, 1996 (the "Agreement"), providing, among other things, for the execution and filing of this Merger Agreement and the consummation of the Merger. NOW, THEREFORE, in consideration of the promises and mutual agreements contained in this Merger Agreement, the parties to this Merger Agreement hereby agree that Seller shall be merged with and into Buyer in accordance with the provisions of the laws of the State of California and the State of Delaware upon the terms and subject to the conditions set forth as follows: 1. The Merger. ---------- 1.1 Effective Time. On April 12, 1997, upon the filing with the California Secretary of State of a duly executed counterpart of this Merger Agreement with the officers' certificates prescribed by Section 1103 of the California General Corporation Law attached thereto, the Merger shall become effective. The effective time of the Merger on the Effective Date shall be 12:01 a.m., Pacific Daylight Time. 1.2 Effect of the Merger. On the Effective Date, Seller shall be merged with and into Buyer and the separate corporate existence of Seller shall cease. Buyer shall be the surviving corporation (the "Surviving Corporation") in the Merger. It shall thereupon succeed, without other transfer, to all rights and properties of, and shall be subject to all the debts and liabilities of, Seller and the separate existence of Buyer as a California corporation, with all its purposes, objects, rights, powers, privileges and franchises shall continue unaffected and unimpaired by the Merger. 2. Corporate Governance Matters. 2.1 From and after the Effective Date and until thereafter amended as provided by law: (a) the Articles of Incorporation of Buyer as in effect immediately prior to the Effective Date shall be and continue to be the Articles of Incorporation of the Surviving Corporation; and (b) the Bylaws of Buyer as in effect immediately prior to the Effective Date shall be and continue to be the Bylaws of the Surviving Corporation. 2.2 On the Effective Date: (a) the directors of the Surviving Corporation shall be those persons who are the directors of Buyer immediately prior to the Effective Date; and (b) the officers of the Surviving Corporation shall be those persons who are the officers of Buyer at the Effective Date. 3. Conversion of Shares. 3.1 Conversion of Seller Shares. As of the Effective Date, by virtue of the Merger and without any action on the part of the holder of the common stock of Seller, par value $.01 per share (a "Seller Share" or "Seller Common Stock"): (a) Each issued and outstanding Seller Share (other than fractional shares, or any shares as to which dissenters' rights have been perfected), shall be converted into .3479 shares of the common stock, without par value, of Buyer ("Buyer Common Stock" or a "Buyer Share"). (b) From and after the Effective Date, the holders of certificates formerly representing Seller Shares shall cease to have any rights with respect thereto other than any dissenters' rights they have perfected pursuant to Section 262 of the General Corporation Law of the State of Delaware. (c) On the Effective Date, all shares of Seller Common Stock held in the treasury of Seller or owned beneficially by any subsidiary of Seller other than in a fiduciary capacity or in connection with a debt previously contracted and all shares of Seller Common Stock owned by Buyer or owned beneficially by any subsidiary of Buyer other than in a fiduciary capacity or in connection with a debt previously contracted shall be canceled and no cash, stock or other property shall be delivered in exchange therefor. 3.2 Fractional Shares. Notwithstanding any other provision hereof, no fractional shares of Buyer Common Stock shall be issued to holders of Seller Shares. In lieu thereof, each such holder entitled to a fraction of a share of Buyer Common Stock shall receive, at the time of surrender of the certificate or certificates representing such holder's Seller Shares, an amount in cash equal to the market value per share of the Common Stock of Buyer, calculated by taking the average of the closing price quoted on the Nasdaq, as reported in The Wall Street Journal, for each of the twenty consecutive trading days prior to five trading days prior to the Effective Date, rounded to 4 decimal places (whether or not there were any trades in Buyer Common Stock on such days), multiplied by the fraction of a share of Buyer Common Stock to which such holder otherwise would be entitled. No such holder shall be entitled to dividends, voting rights, interest on the value of, or any other rights in respect of, a fractional share. 3.3 Surrender of Seller Shares. (a) Prior to the Effective Date, Buyer shall appoint Chemical Trust Company of California or its successor, or any other bank or trust company (having capital of at least $50 million) mutually acceptable to Seller and Buyer, as exchange agent (the "Exchange Agent") for the purpose of exchanging certificates representing the Buyer Common Stock, and at and after the Effective Date, Buyer shall issue and deliver to the Exchange Agent certificates representing the Buyer Common Stock, as shall be required to be delivered to holders of Seller Shares pursuant to Section 3.1 of this Merger Agreement. As soon as practicable after the Effective Date, each holder of Seller Shares converted pursuant to Section 3.1, upon surrender to the Exchange Agent of one or more certificates for such Seller Shares for cancellation, along with duly executed transmittal materials to be mailed after the Effective Date by the Exchange Agent, will be entitled to receive a certificate representing the number of shares of Buyer Common Stock determined in accordance with Section 3.1 and a payment in cash with respect to fractional shares, if any, determined in accordance with Section 3.2. Each certificate representing Buyer Common Stock will bear a notation incorporating the Amended Rights Agreement (as that term is defined in Section 1.4 of the Agreement) by reference and certificates representing the Buyer Common Stock will evidence and entitle the holders thereof to certain rights as set forth in and subject to the terms of the Amended Rights Agreement ("Rights"). Certificates issued for the Buyer Common Stock shall be deemed to be certificates for said Rights. (b) No dividends or other distributions of any kind which are declared payable to shareholders of record of the Buyer Common Stock after the Effective Date will be paid to persons entitled to receive such certificates for Buyer Common Stock until such persons surrender their certificates representing Seller Shares. Upon surrender of such certificates representing Seller Shares, the holder thereof shall be paid, without interest, any dividends or other distributions with respect to the Buyer Common Stock as to which the record date and payment date occurred on or after the Effective Date and on or before the date of surrender. (c) If any certificate for a Buyer Share is to be issued in a name other than that in which the certificate for a Seller Share surrendered in exchange therefor is registered, it shall be a condition of such exchange that the person requesting such exchange shall pay to the Exchange Agent any transfer costs, taxes or other expenses required by reason of the issuance of certificates for such Buyer Share in a name other than the registered holder of the certificate surrendered, or such persons shall establish to the satisfaction of Buyer and the Exchange Agent that such costs, taxes or other expenses have been paid or are not applicable. (d) All dividends or distributions, and any cash to be paid pursuant to Section 3.2 in lieu of fractional shares, if held by the Exchange Agent for payment or delivery to the holders of unsurrendered certificates representing Seller Shares and unclaimed at the end of one year from the Effective Date, shall (together with any interest earned thereon) at such time be paid or redelivered by the Exchange Agent to Buyer, and after such time any holder of a certificate representing a Seller Share who has not surrendered such certificate to the Exchange Agent shall, subject to applicable law, look as a general creditor only to Buyer for payment or delivery of such dividends or distributions or cash, as the case may be. Buyer shall not be liable to any holder of a share of Seller Common Stock for such share (or dividends or distributions with respect thereto) delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (e) Upon the Effective Date, the stock transfer books of Seller shall be closed and no transfer of Seller Common Stock shall thereafter be made or recognized. (f) In the event that prior to the Effective Date the outstanding shares of Buyer Common Stock or Seller Common Stock shall have been increased, decreased or changed into or exchanged for a different number or kind of shares or securities by recapitalization, reclassification, stock dividend, stock split or other like changes in Buyer's or Seller's capitalization, or a distribution shall be made on Buyer Common Stock or Seller Common Stock in any security convertible into Buyer Common Stock or Seller Common Stock, respectively (provided that no such action shall be taken by Seller without Buyer's prior written consent pursuant to Section 5.2 of the Agreement), then an appropriate and proportionate adjustment shall be made in the number and kind of shares of Buyer Common Stock to be thereafter delivered pursuant to this Merger Agreement. 3.4 All shares of Buyer Common Stock shall remain outstanding and unaffected by the Merger. 4. Termination and Amendment. 4.1 The obligations of the parties to effect the Merger shall be subject to all the terms and conditions contained in the Agreement. Notwithstanding the approval of this Merger Agreement by the shareholders of Seller or Buyer, this Merger Agreement shall terminate forthwith in the event that the Agreement shall be terminated as therein provided. 4.2 This Merger Agreement may be amended by Buyer and Seller at any time prior to the Effective Date without the approval of the share- holders of Seller or Buyer with respect to any of its terms except any change in its principal terms or in the terms relating to the form or amount of consideration to be delivered to the Seller shareholders in the Merger. This Merger Agreement may not be amended, except by an instrument in writing signed on behalf of each of the parties hereto. 4.3 This Merger Agreement may be signed in any number of counterparts, each of which shall be deemed an original, and all of which shall be deemed but one and the same instrument. 5. Miscellaneous. 5.1 The Agreement is and will be maintained on file at the principal place of business of the Surviving Corporation. The address of the principal place of business of the Surviving Corporation is 4550 Mangels Boulevard, Fairfield, California 94585. 5.2 A copy of the Agreement will be furnished by the Surviving Corporation, on request and without cost to any stockholder of Seller or Buyer. 5.3 The Agreement between the parties to the Merger has been approved, adopted, certified, executed and acknowledged by each of the Seller and Buyer pursuant to Section 252 of the General Corporation Law of the State of Delaware, and executed by the parties in accordance with the requirements of Chapter 12 of the California General Corporation Law. 5.4 The Surviving Corporation agrees that it may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of Seller, as well as for enforcement of any obligation of the Surviving Corporation arising from the Merger, including any suit or other proceedings to enforce the right of any stockholders as determined in appraisal proceedings pursuant to the provisions of Section 262 of the General Corporation Law of the State of Delaware, and irrevocably appoints the Secretary of State of the State of Delaware as its agent to accept service of process in any such suit or other proceedings and directs the Secretary of State of the State of Delaware to mail copies of such process to the following address: 4550 Mangels Boulevard, Fairfield, California 94585. IN WITNESS WHEREOF, the parties have duly executed this Merger Agreement as of the date first written above. BUYER By /s/ David L. Payne ----------------------------- David L. Payne, President and Chief Executive Officer By /s/ Mary Anne Bell ----------------------------- Mary Anne Bell, Assistant Corporate Secretary SELLER By /s/ Wolfgang T. N. Muelleck ------------------------------- Wolfgang T.N. Muelleck, President and Chief Executive Officer By /s/ Edwin L. Herbert ------------------------------- Edwin L. Herbert, Secretary OFFICERS' CERTIFICATE David L. Payne and Mary Anne Bell hereby certify that: 1. They are the President and Chief Executive Officer and Assistant Corporate Secretary, respectively, of WESTAMERICA BANCORPORATION, a corporation organized under the laws of the State of California. 2. The Merger Agreement in the form attached was duly approved by the Board of Directors and shareholders of the corporation. 3. The shareholder approval was by the holders of a number of outstanding shares which equaled or exceeded the vote required. The percentage vote required was more than 50% of the outstanding shares. 4. There is only one class of shares and the number of shares outstanding is 9,465,721. We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge. Date: April 11, 1997 /s/ David L. Payne ----------------------------- DAVID L. PAYNE, President and Chief Executive Officer /s/ Mary Anne Bell ----------------------------- MARY ANNE BELL, Assistant Corporate Secretary OFFICERS' CERTIFICATE Wolfgang T.N. Muelleck and Edwin L. Herbert hereby certify that: 1. They are the President and Chief Executive Officer and Secretary, respectively, of VALLICORP HOLDINGS, INC., a corporation organized under the laws of the State of Delaware. 2 The Merger Agreement in the form attached was duly approved by the Board of Directors and shareholders of the corporation. 3 The shareholder approval was by the holders of a number of outstanding shares which equaled or exceeded the vote required. The percentage vote required was more than 50% of the outstanding shares. 4. There is only one class of shares and the number of shares outstanding is 14,307,832. We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge. Date: April 11, 1997 /s/ Wolfgang T. N. Muelleck --------------------------------- WOLFGANG T.N. MUELLECK, President and Chief Executive Officer /s/ Edwin L. Herbert --------------------------------- EDWIN L. HERBERT, Secretary -----END PRIVACY-ENHANCED MESSAGE-----