-----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, MYBGEaAE3FfeSpyb7lnBb9kPc9TyrEqW/5eHcHxFvkjptpCmrAdmWrbIFC9J7x6y w0kjsYNj+NSLLf66z6KCng== 0000311094-97-000002.txt : 19970329 0000311094-97-000002.hdr.sgml : 19970329 ACCESSION NUMBER: 0000311094-97-000002 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970328 SROS: NASD SUBJECT COMPANY: 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: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-35188 FILM NUMBER: 97567996 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 FILED BY: 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: SC 13D 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 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE 13D Under the Securities Exchange Act of 1934 VALLICORP HOLDINGS, INC. ------------------------ (Name of Issuer) Common Stock, $0.01 Par Value Per Share --------------------------------------- (Title of Class of Securities) 92023F-106 ---------- (CUSIP Number) David L. Payne Westamerica Bancorporation 1108 Fifth Avenue San Rafael, CA 94901 Telephone: (415) 257-8000 ---------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) copies to: Jonathan D. Joseph Pillsbury Madison & Sutro LLP 235 Montgomery Street San Francisco, CA 94104 Telephone: (415) 983-1071 March 19, 1997 ----------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) Page 1 1. NAME OF REPORTING PERSON Westamerica Bancorporation S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-2156203 - ------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------ 4. SOURCE OF FUNDS 00 - ------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION California - ------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER 115,500 SHARES BENEFICIALLY ------------------------------------------------- OWNED BY 8. SHARED VOTING POWER -0- EACH ------------------------------------------------- REPORTING PERSON 9. SOLE DISPOSITIVE POWER 115,500 WITH ------------------------------------------------- 10. SHARED DISPOSITIVE POWER -0- ------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,195,450* - ------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100% - ---------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------- * Upon either waiver or satisfaction of certain conditions to Westamerica Bancorporation's ("Westamerica") obligations under the Agreement (as defined herein), Westamerica will have the right to acquire all the issued and outstanding stock of ValliCorp Holdings, Inc. ("ValliCorp") pursuant to the Agreement (as defined herein). Westamerica has been advised by ValliCorp that the number of shares outstanding as of March 19, 1997 was 14,195,450. Pursuant to the Agreement, all of the shares owned by Westamerica as set forth on lines 7 and 9 above will be canceled effective upon consummation of the transaction. Amendment No. 1 to Schedule 13D ------------------------------- The Reporting Person, Westamerica Bancorporation ("Westamerica"), hereby amends and supplements the Schedule 13D filed on November 21, 1997 (the "Original Statement") with regard to ValliCorp Holdings, Inc. (the "Issuer") as a result of Westamerica and/or the Issuer receiving certain regulatory approvals which may enable the parties to proceed with the consummation of the merger (the "Merger") pursuant to the Agreement and Plan of Reorganization, as amended, among Westamerica, Issuer and ValliWide Bank, dated as of November 11, 1996 (the "Agreement"). On March 19, 1997 the Board of Governors of the Federal Reserve System approved the terms of the Merger and notice of such approval was sent to the Justice Department for an antitrust review. The waiting period prescribed for such review will expire on or about April 3, 1997, and while the transaction may not be consummated until April 3, 1997, the Federal Reserve Board's letter of approval states that "[t]he United States Attorney General has advised the Board that consummation of the proposal is not likely to have a significantly adverse effect on competition in any relevant banking market." Therefore, Westamerica believes it is not likely that the transaction will be challenged on antitrust grounds. As a result, the consummation of the Merger can occur promptly after all conditions to Westamerica's obligations to consummate the Merger contained in the Agreement are either waived or satisfied. In connection with the consummation of the Merger, Westamerica will exchange a certain number of shares of its common stock, no par value, as is determined pursuant to the Agreement, for all the Issuer's issued and outstanding shares of common stock, no par value and substitute options to acquire Westamerica common stock for options to acquire the Issuer's common stock. In the event the Merger is consummated, ValliCorp will be merged with and into Westamerica. Immediately thereafter Westamerica would own 100% of the outstanding common stock of ValliWide Bank, ValliCorp's principal subsidiary. Item 5. Interest in Securities of the Issuer. Item 5 of the Original Statement is hereby amended by deleting paragraph (a) thereof in its entirety and replacing it with the following: (a) On March 19, 1997, subject to a fifteen day waiting period, Westamerica had the potential ability to acquire, and therefore beneficial ownership under Rule 13d-3 promulgated by the Securities and Exchange Commission under Section 13(d) of the Securities Exchange Act of 1934, 100% of the shares of ValliCorp common stock outstanding as of the Effective Date. SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated as of March 27, 1997. WESTAMERICA BANCORPORATION By /s/ Dennis R. Hansen - -------------------------- Dennis. R. Hansen Senior Vice President and Controller -----END PRIVACY-ENHANCED MESSAGE-----