In a sign of banks' growing appetite for hostile takeovers, U.S. Bancorp's acquisition of California Bancshares reportedly was preceded by an unsolicited offer from a local rival.

San Rafael, Calif.-based Westamerica Bancorp, with $1.7 billion of assets, made an attempt last fall to acquire $1.6 billion-asset California Bancshares, according to a source with direct knowledge of the situation.

The offer was said to have been for an exchange of stock using pooling- of-interest accounting that would have been similar in value to the deal made by U.S. Bancorp. The Oregon-based bank company agreed to pay $327 million in a stock swap, or 2.5 times California Bancshares' book value. The deal is expected to close in the third quarter.

Knowledgeable sources said that California Bancshares responded to Westamerica's offer by engaging Goldman, Sachs & Co., an investment bank. It held talks with Westamerica, they said, and at least three other institutions: U.S. Bancorp, Washington Mutual Inc., and Comerica Inc., which operates a bank subsidiary in California.

Neither California Bancshares chief executive Joseph P. Colmery nor Westamerica chief executive David Payne would comment directly on the reports of merger talks.

But Mr. Colmery insisted the merger with U.S. Bancorp was accepted because of business considerations, not in response to pressure from another suitor. He acknowleded that California Bancshares had been approached by other buyers, but he said the strength of the Oregon bank's stock and technology made its offer superior.

Mr. Payne noted that Westamerica has been interested in expanding into the eastern portion of the San Francisco Bay area, where California Bancshares has a strong presence. The company already is a leader in market share in Marin County and the Napa Valley. It has more than doubled in size since 1992 through acquisitions.

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