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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):
August 25, 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 August 25, 2005
Item 8.01: Other Events
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On August 25, 2005 Westamerica Bancorporation announced a plan to repurchase
shares of the company's common stock. 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
August 25, 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
August 25, 2005
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Exhibit 99.1:
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FOR IMMEDIATE RELEASE
August 25, 2005
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, 2006. The repurchase plan represents
approximately 6.2% of the Company's currently outstanding common stock. This
plan replaces the existing two million-share stock repurchase program authorized
in August 2004.
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, high level of profitability, and low-risk
balance sheet supported the initiation of this new program."
Westamerica Bancorporation is the holding company for Westamerica Bank
operating 88 branches and two trust offices throughout 21 counties in Northern
and Central California. At June 30, 2005, total assets were $5.2 billion,
shareholders' equity was $440 million, and total common shares outstanding were
approximately 32.6 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
June 30, 2005 and Form 10-K for the year ended December 31, 2004, 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 Redwood Empire
Bancorp 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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