SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
West One Bancorp
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11: 1
4) Proposed maximum aggregate value of transaction:
1 Set forth the amount on which the filing fee is calculated and
state how it was determined.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
WEST ONE
BANCORP
March 8, 1994
Dear Shareholder:
You are cordially invited to attend the annual meeting
of shareholders of West One Bancorp to be held at 10:30 a.m. on
Thursday, April 21, 1994, at the Boise Centre on the Grove, 850
West Front Street, Boise, Idaho.
Matters to be presented for action at the meeting
include the election of directors and ratification of the
selection of independent auditors.
In addition to the agenda items, there will be a report
on the operations of the Corporation and ample opportunity for
questions directed to the executive officers of the Corporation.
Also, the officers and directors of the Corporation will be
available to talk individually with shareholders before and after
the meeting.
We sincerely hope you will attend the meeting in
person. Whether or not you can attend, it is important that you
sign, date and return your proxy as soon as possible. If you do
attend the meeting and wish to vote in person, you may withdraw
your proxy and vote personally.
The Corporation's 1993 annual report to shareholders
accompanies the enclosed proxy materials. The annual report
highlights the Corporation's progress during 1993.
Sincerely,
Daniel R. Nelson
Chairman and Chief
Executive Officer
West One Plaza
P.O. Box 8247
Boise, Idaho 83733
WEST ONE BANCORP
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 21, 1994
You are invited to attend the annual meeting of
shareholders of West One Bancorp to be held at the Boise Centre
on the Grove, 850 West Front Street, Boise, Idaho, on Thursday,
April 21, 1994, at 10:30 a.m., local time.
Only shareholders of record at the close of business on
February 25, 1994, will be entitled to vote at the meeting.
The meeting is being held to consider and act upon the
following matters:
1. Election of four Class III directors (see
page 2 of the accompanying proxy statement).
2. Approval of the appointment of Coopers &
Lybrand as independent auditors for the current fiscal
year ending December 31, 1994 (see page 13 of the
accompanying proxy statement).
3. Such other business as may properly come
before the meeting or any adjournments thereof.
Please sign and date the accompanying proxy, and return
it promptly in the enclosed postage-paid envelope to avoid the
expense of further solicitation. If you attend the meeting, you
may withdraw your proxy and vote your shares in person.
By Order of the Board of Directors
Dwight V. Board
Secretary
Boise, Idaho
March 8, 1994
WEST ONE BANCORP
101 South Capitol Boulevard
Post Office Box 8247
Boise, Idaho 83733
(208) 383-7000
PROXY STATEMENT
1994 ANNUAL MEETING OF SHAREHOLDERS
This proxy statement is furnished in connection with
the solicitation of proxies by the Board of Directors of West One
Bancorp (the "Corporation") to be voted at the annual meeting of
shareholders to be held on April 21, 1994, and any adjournments
thereof.
VOTING, REVOCATION AND SOLICITATION OF PROXIES
When a proxy in the accompanying form is properly
executed and returned, the shares represented will be voted at
the meeting in accordance with the instructions specified in the
spaces provided in the proxy. If no instructions are specified,
the shares will be voted FOR Items 1 and 2 in the accompanying
Notice of Annual Meeting of Shareholders.
Shareholders may cumulate their votes in the election
of directors. See "Election of Directors." Shareholders may
expressly abstain from voting on Item 2 in the accompanying
Notice of Annual Meeting of Shareholders. Under the Idaho
corporation statutes, abstention has the same effect as a
negative vote. Where some or all of the shares represented by
the duly executed and returned proxy of a broker or other nominee
are not voted on an item pursuant to the rules of the national
securities exchange of which the nominee is a member or of the
National Association of Securities Dealers or otherwise, the
shares will be treated as represented at the meeting but not
voted, which will also have the effect of a negative vote on such
item.
Any proxy given pursuant to this solicitation may be
revoked by the person giving the proxy at any time prior to its
exercise by written notice to the Secretary of the Corporation of
such revocation, by a later-dated proxy received by the
Corporation, or by attending the meeting and voting in person.
The mailing address of the Corporation's principal executive
offices is Post Office Box 8247, Boise, Idaho 83733.
The solicitation of proxies will be made primarily by
mail, but proxies may also be solicited personally and by
telegram or telephone by directors and officers of the
Corporation without additional compensation for such services.
Brokers and other persons holding shares in their names, or in
the names of nominees, will be reimbursed for their reasonable
expenses in forwarding soliciting materials to their principals
and in obtaining authorization for the execution of proxies. All
costs of solicitation of proxies will be borne by the
Corporation. The proxy statement and accompanying form of proxy
were first mailed to shareholders on approximately March 8, 1994.
OUTSTANDING VOTING SECURITIES
The close of business on February 25, 1994, has been
fixed as the record date for the determination of shareholders
entitled to notice of and to vote at the annual meeting. On the
record date, the Corporation had outstanding 34,932,967 shares of
Common Stock, $1 par value ("Common Stock"), each share of which
is entitled to one vote at the meeting. Common Stock is the only
outstanding voting security of the Corporation. All references
to shares of Common Stock and per share prices thereof in the
proxy statement have been adjusted where appropriate to reflect
stock splits and stock dividends.
ELECTION OF DIRECTORS
The Board of Directors of the Corporation consists of
12 members, divided into three classes serving staggered terms.
All of the nominees for election as Class III directors are
members of the present Board. The term of office for which each
of the Class III nominees is a candidate will expire at the
annual meeting of shareholders in 1997. In voting for election
of the four nominees, shareholders will be entitled to cumulate
their votes by giving one nominee for director as many votes as
shall equal the product of the number of positions to be filled
multiplied by the number of their shares, or by distributing such
votes on the same principle among any number of nominees. If the
number of nominees for election as director were to exceed four
(the number of positions to be filled), the four nominees
receiving the highest number of votes would be elected.
A vacancy in one Class I position was created by
Janet S. Hay's death on December 30, 1993. In January 1994, the
Board elected Norma Denzer Cugini to fill the position's
unexpired term, which will expire in 1995.
The Corporation's Bylaws provide that nominations for
election to the Board of Directors may be made by the Board, a
proxy committee appointed by the Board, or by any shareholder
entitled to vote for the election of directors. A shareholder
intending to make one or more nominations at an annual
shareholders' meeting must give written notice of such intent, by
personal delivery or mail, to the Secretary of the Corporation at
least 90 days in advance of the meeting. Such notice must
include the name and address of the shareholder and each proposed
nominee, a representation that the shareholder is a record holder
of Common Stock and intends to appear in person or by proxy at
the meeting to nominate the person or persons specified in the
notice, a description of any arrangements or understandings
pursuant to which the nominations are to be made, the consent of
each nominee to serve as a director if elected and such other
information regarding each proposed nominee as would be required
to be included in the Corporation's proxy statement had the
person been nominated by the Board. The Corporation has not
received any such notice with respect to the nomination of
directors for election at the 1994 annual meeting.
Unless authority to vote for a director or directors is
withheld, the accompanying proxy will be voted for the election
of the nominees named below. Shares represented by proxies which
have been marked to withhold authority to vote for one or more
nominees will be treated as not voted for such nominee or
nominees and the withheld votes will not be cast for any of the
other nominees unless the shareholder otherwise indicates on the
proxy. If for any reason a nominee should become unavailable for
election (an event the Board does not anticipate), the proxy will
be voted for the election of such substitute nominee as may be
designated by the Board.
The following table sets forth information with respect
to each person nominated for election as a director and each
other person whose term of office as a director will continue
after the meeting, including their names and addresses, ages as
of February 1, 1994, business experience during the past five
years, and directorships in other corporations. The table also
indicates the period during which each person has served as a
director of the Corporation (or, prior to the Corporation's
formation as a bank holding company in 1981, as a director of
West One Bank, Idaho). There are no family relationships among
the directors.
Principal Occupation Director
Name and Address and Certain Other Directorships<F1>Age Since
CLASS III (nominees for terms of office to expire in 1997):
William J. Deasy Vice chairman of the board, president561985
New Orleans, and chief executive officer of T. L.
Louisiana James & Co. (construction, dredging,
and natural resources). Director of
Flatiron Structures Inc.
Daniel R. Nelson<F2>Chairman and chief executive officer of561985
Boise, Idaho the Corporation.
Allen T. Noble<F2>President of Farm Development Corporation651975<F3>
Boise, Idaho (corporate agricultural management).
Director of Micron Technology, Inc.
Philip B. Soulen<F2>President of Soulen Livestock Company641975
Weiser, Idaho (cattle and sheep production). Director
of Idaho Power Company.
CLASS I (directors whose terms of office will expire in 1995):
Harry Bettis<F2> Rancher. 59 1971
Payette, Idaho
Norma Denzer CuginiCommunity volunteer. 65 1994
Renton, Washington
John B. Fery<F2> Chairman and chief executive officer and631976
Boise, Idaho a director of Boise Cascade Corporation
(paper and forest products). Director of
Albertson's, Inc., Boeing Company, and
Hewlett-Packard Company.
Stuart A. Hall President and chief executive officer and531989
Portland, Oregona director of Liberty Northwest Insurance
Corporation, a workers compensation and
business insurance carrier.
Class II (directors whose terms of office will expire in 1996):
D. Michael Jones President of the Corporation.51 1993
Boise, Idaho
Jack B. Little Private investor. 57 1980<F4>
Boise, Idaho
Warren E. McCain<F2>Chairman of the executive committee and681980
Boise, Idaho a director of Albertson's, Inc.
(supermarket and drug retailer). Director
of Pope & Talbot Inc. and Portland General
Corporation.
Douglas W. McCallumOwner of First Financial Resources, Inc.,541993
Redmond, Washingtona national insurance brokerage and marketing
organization.
____________
<FN>
<F1> During the past five years, the principal occupation
and employment of each director has been in the
capacity set forth above except as follows:
(a) Ms. Cugini was chairman of the board of Community Bank
of Renton from 1976 until its acquisition by the
Corporation in 1989.
(b) Mr. Deasy became vice chairman of the board of T. L.
James & Co. in October 1991 and president and chief
executive officer in January 1992. During the three
years before he joined T. L. James & Co., Mr. Deasy was
engaged in personal pursuits.
(c) Mr. Hall became president and chief executive officer
of Liberty Northwest Insurance Corporation in August
1993. Prior to that, he was president and chief
executive officer of Hanna Car Wash International,
Inc., since January 1992. Mr. Hall was president of
Carson Oil Company, a distributor of petroleum
products, for more than five years until October 1991.
(d) Mr. McCain was chairman and chief executive officer of
Albertson's, Inc., for more than five years until
February 1991.
<F2> Member of executive committee.
<F3> Mr. Noble was not a director of the Corporation from
March 1983 until September 1984.
<F4> Mr. Little was not a director of the Corporation from
March 1983 until April 1985.
Stock Ownership by Management
The following table gives certain information regarding
the beneficial ownership of Common Stock as of February 1, 1994,
by each director and nominee for director, by certain executive
officers, and by all directors and executive officers of the
Corporation as a group. In addition, it gives information about
each person or group known to the Corporation to own beneficially
more than 5% of the outstanding shares of Common Stock as of
December 31, 1993. Information as to beneficial stock ownership
is based on data furnished by the persons concerning whom such
information is given. No director or executive officer
beneficially owns as much as one percent of the outstanding
Common Stock except Mr. Bettis, who owns 6.0%. All directors and
executive officers as a group (17 persons) beneficially own a
total of 7.5% of the outstanding Common Stock.
Amount and Nature of
Beneficial Ownership<F1>
Shared Voting
Sole Voting and and
Dispositive Dispositive
Name Power<F2> Power
C>
Harry Bettis <F3> 2,049,264<F5> 56,943
Dwight V. Board 32,653<F4><F6>
Norma Denzer Cugini 57,114
William J. Deasy 13,000
John B. Fery 12,830<F5>
Stuart A. Hall 4,912<F5>
Scott M. Hayes 69,893<F4><F6>
D. Michael Jones 47,082<F4><F6>
Robert J. Lane 64,170<F4><F6> 300
Jack B. Little 34,112 246
Warren E. McCain 4,328 864
Douglas W. McCallum 986<F5> 3,350
Daniel R. Nelson 132,271<F4><F6> 822
Allen T. Noble 4,674
Philip B. Soulen 16,471<F5> 1,162
All directors and executive officers
as a group (17 persons) 2,572,525<F4><F6> 63,687
__________
<FN>
<F1> Shares are shown as beneficially owned if the person named
in the table has or shares the power to vote, or to direct
the voting of, or the power to dispose of, or to direct
the disposition of, such shares. Inclusion of shares in
the table does not necessarily mean that the persons named
have any economic beneficial interest in shares set
opposite their respective names.
<F2> Includes shares subject to applicable community property
and similar statutes.
<F3> Mr. Bettis' address is Star Route, Payette, Idaho 83661.
<F4> Includes shares allocated under the Corporation's Employee
Thrift Investment Plan, as to which participants have
voting power, as follows: Mr. Board, 4,073 shares;
Mr. Hayes, 7,569 shares; Mr. Jones, 3,279 shares;
Mr. Lane, 3,667 shares; Mr. Nelson, 3,068 shares; and all
executive officers as a group, including those named,
25,208 shares.
<F5> Includes restricted shares received in lieu of cash
directors' fees as to which the holders have voting power,
as follows: Mr. Bettis, 1,387 shares; Mr. Fery,
693 shares; Mr. Hall, 1,387 shares; Mr. McCallum,
986 shares; and Mr. Soulen, 1,387 shares.
<F6> Includes shares which executive officers have the right to
acquire within 60 days of February 1, 1994, upon exercise
of options granted under the Corporation's stock option
plans as follows: Mr. Board, 21,798 shares; Mr. Hayes,
58,887 shares; Mr. Jones, 6,500 shares; Mr. Lane, 59,060
shares; Mr. Nelson, 117,308 shares; and all executive
officers as a group, including those named, 283,553
shares.
____________
Each director and executive officer disclaims
beneficial ownership of any shares owned by his or her spouse,
minor children or other relatives, including any shares held in
trust for the benefit of his or her spouse, children or other
relatives, whether or not the director or executive officer is
the trustee or cotrustee thereof. Each director and executive
officer also disclaims beneficial ownership of any shares held by
any corporation or charitable foundation, whether or not he or
she is a director, officer or shareholder thereof.
Directors' Meetings and Standing Committees
The standing committees of the Corporation's Board of
Directors include an audit committee and a compensation and
benefits committee. The Corporation does not have a standing
nominating committee, but the Board's executive committee will
consider suggestions submitted by shareholders for proposed
nominees for director. Any recommendations as to nominees for
election at the 1995 annual meeting should be submitted in
writing by November 8, 1994, to the Secretary of the Corporation
at its principal executive offices and should include the name,
address and qualifications of each proposed nominee.
During 1993, the Board of Directors of the Corporation
held five meetings, the audit committee held four meetings and
the compensation and benefits committee held four meetings. In
addition, the Board has an executive committee which met
six times, an investment committee which met four times, and a
credit quality committee which met four times during 1993. Each
director attended more than 75 percent of the aggregate of the
total number of meetings of the Board and the total number of
meetings held by all committees of the Board on which he or she
served during 1993, except Mr. McCain, who attended 73 percent of
such meetings.
The audit committee reviews services provided by the
independent auditors, makes recommendations concerning their
engagement or discharge, and reviews with management and the
independent auditors the results of their audit, the adequacy of
internal accounting controls, the quality of financial reporting,
compliance with certain requirements relating to the safety and
soundness of the Corporation's banking institutions, and any
recommendations for improvement that they may have with respect
to the Corporation and its subsidiaries. The members of the
audit committee are Mr. Hall, chairman, and Mr. McCallum.
The compensation and benefits committee reviews the
compensation of officers of the Corporation and its subsidiaries
prior to consideration of such matters by the Board of Directors
as a whole. The committee also administers the Corporation's
Retirement Plan, Executive Deferred Compensation Plan, Executive
Incentive Bonus Plan, and stock option plans and makes decisions
as to grants of options and other stock-based awards.
Compensation Committee Interlocks and Insider
Participation. The members of the compensation and benefits
committee are Mr. McCain, chairman, and Messrs. Bettis, Deasy and
Fery. The Corporation and its subsidiaries have had, and expect
to have in the future, loan transactions in the ordinary course
of business with officers and directors of the Corporation and
associates of the directors, including the members of the
compensation and benefits committee and associates of such
members. Such loans are made on substantially the same terms,
including interest rates and collateral, as those prevailing at
the time for comparable transactions with other persons and do
not involve more than a normal risk of collectability or present
other unfavorable features. At December 31, 1993, loans to the
Corporation's officers and directors and associates of the
directors in the aggregate equaled 5.62% of total shareholders'
equity of the Corporation.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth the compensation awarded
or paid to, or earned by, the Corporation's chief executive
officer and each of its four other most highly compensated
executive officers (the "named executive officers") during each
of the years in the three-year period ended December 31, 1993.
Long-Term
Compensation
Annual Compensation Awards
Number of
Name and Securities
Principal Underlying All Other Com-
Position Year Salary Bonus Options <F1> pensation<F2>
Daniel R. Nelson 1993 $429,996 $180,598 34,762<F3> $14,163
Chairman and Chief 1992 396,660 256,837 32,000<F3> 7,934
Executive Officer 1991 369,000 0 30,000 -
D. Michael Jones 1993 278,520 102,635 33,488<F3> 9,323
President 1992 260,520 129,609 25,060<F3> 7,696
1991 244,212 0 18,000 -
Robert J. Lane 1993 278,520 132,297 15,000 13,246
President and Chief 1992 260,520 117,885 14,000 9,821
Executive Officer of 1991 244,212 63,495 15,000 -
West One Bank,
Idaho
Scott M. Hayes 1993 166,992 52,185 16,211<F3> 8,095
Executive Vice 1992 151,812 63,761 14,000 6,366
President and Chief 1991 126,444 0 12,000 -
Financial Officer
Dwight V. Board 1993 137,400 35,724 5,884<F3> 5,948
Senior Vice 1992 127,224 41,666 6,436<F3> 3,914
President and 1991 110,628 0 9,000 -
General Counsel
_____________
<FN>
<F1> No stock appreciation rights ("SARs") were granted to the
named executive officers during the years indicated.
<F2> Amounts shown for 1993 include contributions by the
Corporation to the matching accounts of the named executive
officers under the Corporation's Employee Thrift Investment Plan,
a qualified plan under Section 401(k) of the Internal Revenue
Code (the "Code"), and invested in Common Stock as follows:
Mr. Nelson, $4,497; Mr. Jones, $4,497; Mr. Lane, $4,497;
Mr. Hayes, $4,497; and Mr. Board, $3,323. Amounts shown for 1993
also include interest accrued to the accounts of the named
executive officers under the Corporation's Executive Deferred
Compensation Plan to the extent that such interest exceeds
amounts accrued at a rate equal to 120 percent of the applicable
federal long-term rate, compounded monthly, as follows:
Mr. Nelson, $9,666; Mr. Jones, $4,826; Mr. Lane, $8,749;
Mr. Hayes, $3,598; and Mr. Board, $2,625. Disclosure is not
required for 1991 under the SEC's rules governing disclosure of
executive compensation.
<F3> Includes options granted automatically ("reload options")
in an amount equal to the number of shares delivered in payment
of the exercise price of previously-granted options to the
following persons in 1993 and 1992, respectively: Mr. Nelson,
4,762 and 2,000 shares; Mr. Jones, 18,488 and 11,060 shares;
Mr. Hayes, 1,211 and 0 shares; and Mr. Board, 884 and 1,436
shares.
/TABLE
Stock Option Data
In 1991, the Corporation adopted, with shareholder
approval, the 1991 Performance and Equity Incentive Plan (the
"1991 Incentive Plan"), which provides for the grant of stock
options and other stock-based awards to officers and other key
employees of the Corporation and its subsidiaries. The following
table provides information as to options to purchase Common Stock
granted to the named executive officers during 1993.
Option Grants in Last Fiscal Year
Individual Grants
Number of % of Total
Securities Options
Underlying Granted to Exercise Grant Date
Options Employees in Price Expiration Present
Name Granted <F1> Fiscal Year ($/Share) Date Value<F2>
Daniel R. Nelson 2,012<F3> .79% $25.7500 01/03/98 $ 10,061
2,750<F3> 1.08 25.7500 01/21/98 13,812
30,000 11.78 26.3750 12/16/03 212,609
D. Michael Jones 2,654<F3> 1.04 24.0625 12/19/01 16,292
568<F3> .22 24.0625 01/03/98 2,708
4,904<F3> 1.93 24.0625 01/19/99 26,296
4,606<F3> 1.81 24.0625 01/18/00 26,161
2,378<F3> .93 24.0625 12/17/00 14,080
15,000 5.89 26.3750 12/16/03 106,305
1,045<F3> .41 27.3750 12/17/00 6,840
2,333<F3 .92 27.3750 12/19/01 15,932
Robert J. Lane 15,000 5.89 26.3750 12/16/03 106,305
Scott M. Hayes 119<F3> .05 23.9375 10/03/98 536
1,092<F3> .43 23.9375 01/03/98 4,916
15,000 5.89 26.3750 12/16/03 106,305
Dwight V. Board 884<F3> .35 27.8125 01/03/98 4,652
5,000 1.96 26.3750 12/16/03 35,435
_____________
<FN>
<F1> Options were granted for the numbers of shares indicated at exercise prices equal to the fair market
value of the Common Stock on the date of grant. Options generally become exercisable cumulatively in four
equal annual installments beginning one year after the date of grant and expire 10 years after the date of
grant; provided that options will become exercisable in full upon the occurrence of a change in control of
the Corporation (other than a change in control receiving advance approval by the Board of Directors), but
not earlier than six months after the date of grant. Each option includes a feature which entitles an
optionee who uses previously-acquired shares of Common Stock to pay all or part of the exercise price of the
option to receive a reload option to purchase a number of shares equal to the number of shares tendered at an
exercise price equal to the fair market value of the Common Stock on the date of exercise. No SARs were
granted to the named executive officers during 1993.
<F2> The values shown have been calculated based on the Black-Scholes option pricing model and do not
reflect the effect of restrictions on transferability. The values indicated were calculated based on the
following assumptions: (i) expectations regarding volatility and dividend yield were based on average
quarterly data during the five-year period ended December 31, 1993; (ii) the risk-free rate of return was
assumed to be 5.0% for options with terms less than or equal to five years and 5.5% for options with terms
greater than five years; and (iii) values were discounted by 3.0% for each year during which vesting is
restricted with respect to a given option. The value which may ultimately be realized by the holders of the
reported options will depend on the market value of the Common Stock during the periods during which the
options are exercisable, which may vary significantly from the assumptions underlying the Black-Scholes
model.
<F3> Represents reload options, which become 100% vested three years after the date of grant subject to
acceleration upon a change in control, and are forfeited if the shares acquired upon exercise of the original
option are sold during that period. Reload options granted during 1993 will expire at the later of
January 3, 1998, and the expiration date of the original option.
_____________
Information regarding exercises of stock options during
1993, and unexercised options held as of December 31, 1993, by
the named executive officers is summarized in the table below.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values <F1>
Number of Value of Unexercised
Number of Securities Underlying In-the-Money
Shares Unexercised Options Options at
Underlying at Fiscal Year-EndFiscal Year-End<F3>
OptionsValue
Name ExercisedRealized<F2>ExercisableUnexercisableExercisableUnexercisable
Daniel R. Nelson14,806$258,673112,808 112,512$1,890,294$1,076,133
D. Michael Jones39,016506,085 3,500 69,548 12,469 406,911
Robert J. Lane -0- -0- 56,060 38,500 931,562 255,594
Scott M. Hayes 3,429 53,113 56,387 37,711 955,471 231,902
Dwight V. Board 3,000 58,875 20,798 17,570 335,791 120,869
_____________
<FN>
<F1> The named executive officers neither exercised any SARs during 1993 nor
held any SARs at December 31, 1993.
<F2> Represents the difference between the fair market value of shares of
Common Stock subject to exercised options at the date of exercise and the
exercise price.
<F3> Calculated based on the difference between $28.0625, which was the
average of the high and low sales prices of the Common Stock reported on the
NASDAQ National Market System on December 31, 1993, and the per share exercise
price of unexercised options. All options reflected in the table were granted
at an exercise price equal to the fair market value of a share of Common Stock
on the date of grant.
Retirement Plan
The Corporation's tax-qualified retirement plan covers substantially all
employees of the Corporation and its subsidiaries, including officers. The
plan provides for payment of retirement benefits generally based upon an
employee's years of credited service with the Corporation or a subsidiary and
his compensation level (based on the average during the five consecutive
calendar years out of the last twelve years before retirement for which
compensation was highest). Retirement benefits vest after five years of
service.
In addition, the Corporation sponsors a nonqualified defined benefit
plan covering a select group of highly compensated employees. The nonqualified
plan provides for payment of retirement benefits based on an executive's years
of credited service with the Corporation or a subsidiary and his covered
compensation level. The limits on benefits and covered compensation contained
in the Internal Revenue Code for qualified plans do not apply to the
nonqualified plan.
The following table shows the estimated annual benefits payable upon
retirement, assuming retirement at age 65, for employees at specified
compensation levels with various years of credited service with the Corporation
or a subsidiary. The amounts in the table reflect the combined benefits
payable from the Corporation's qualified and nonqualified retirement plans.
Pension Plan Table
Compensation
Level Years of Service
15 20 25 30 35
$125,000 $36,000 $ 52,000 $ 68,000 $ 68,000 $ 74,000
150,000 46,000 65,000 85,000 85,000 90,000
175,000 55,000 78,000 101,000 101,000 106,000
200,000 65,000 91,000 117,000 117,000 123,000
250,000 85,000 117,000 150,000 150,000 155,000
300,000 104,000 143,000 182,000 182,000 187,000
350,000 124,000 169,000 215,000 215,000 219,000
400,000 143,000 195,000 247,000 247,000 252,000
450,000 163,000 221,000 280,000 280,000 284,000
500,000 182,000 247,000 312,000 312,000 316,000
550,000 202,000 273,000 345,000 345,000 348,000
600,000 221,000 299,000 377,000 377,000 381,000
Compensation used in determining retirement benefits under the
combined provisions of the qualified and nonqualified plans generally
consists of an employee's regular earnings, plus cash bonuses, other
cash incentives and certain noncash benefits, including any amounts as
to which payment is deferred at the election of the employee.
Retirement benefits, which are computed as a straight-life
annuity for purposes of the above table, may be reduced from the amounts
shown in the case of early retirement (or other early termination of
employment), benefits paid in the form of a joint and survivor annuity,
and employees whose employment with the Corporation or a subsidiary has
not been continuous. Special provisions may apply in the case of death
or disability. Retirement benefits are not subject to reduction for
social security benefits, but are reduced by the value of matching
contributions under the Corporation's Employee Thrift Investment
(401(k)) Plan.
The number of years of credited service under the Retirement Plan
as of December 31, 1993, for the named executive officers and, assuming
their retirement on that date with fully-vested benefits, the
compensation levels which would be used in determining retirement
benefits are: Mr. Nelson, 9.75 years, $417,737; Mr. Jones, 6.6 years,
$301,433; Mr. Lane, 10.25 years, $247,065; Mr. Hayes, 12.2 years,
$141,353; and Mr. Board, 22.3 years, $118,592.
Directors' Compensation
Under the standard arrangement in effect at the end of 1993,
directors (other than directors who are full-time employees of the
Corporation, who do not receive directors' fees) are entitled to receive
an annual fee of $15,000, $1,000 for each Board meeting attended and
$500 for each committee meeting attended, except that the chairman of
the audit committee is entitled to receive an annual fee of $7,200 in
lieu of audit committee meeting attendance fees.
The payment of directors' fees may be deferred at the election of
a director pursuant to the Corporation's director deferred compensation
plan. Such deferred payments accrue interest at a rate equal to
3 percentage points above Moody's Average Corporate Bond Yield Index.
Alternatively, non-employee directors may elect to receive
restricted shares under the 1991 Incentive Plan in lieu of their annual
retainer fees. Awards of restricted shares have a fair market value on
the date of issuance equal to the fees that would otherwise be payable
to the director. Such restricted shares are nontransferable during a
Restriction Period ending on the earlier of (i) the director's 65th
birthday, if he or she is no longer a director at that time, (ii) the
director's termination as a director for any reason after attaining age
65, (iii) the director's 70th birthday, or (iv) the director's death or
disability. The Board of Directors, in its discretion, may cause the
Restriction Period to expire earlier. In the event of a change in
control of the Corporation (other than a change in control receiving
advance approval by the Board), the Restriction Period will terminate
automatically.
Employment Agreements
The Corporation has entered into agreements with certain of its
key employees, including Messrs. Nelson, Jones, Lane, Hayes, and Board,
which provide for severance compensation to such employees in the event
their employment with the Corporation is terminated subsequent to a
change in control (as defined) of the Corporation under the
circumstances set forth in the agreements. Pursuant to the agreements,
the employees have agreed to remain in the Corporation's employ
following a tender offer or exchange offer for more than 30% of the
combined voting power of the Corporation's voting securities until such
offer has been abandoned or terminated or a change in control has
occurred and unless the Corporation reduces the employee's compensation.
If, within 24 months following a change in control, the
employee's employment with the Corporation is terminated by the
Corporation without cause (as defined) or by the employee with good
reason (as defined), then the Corporation shall pay to the employee,
upon demand, his full base salary through the date of termination at the
rate in effect on the date the change in control occurred, plus an
amount equal to 1.5 times the sum of (a) his annual base salary at the
above-specified rate and (b) the average annual incentive compensation
(if any) paid or accrued to his benefit in respect of the two fiscal
years prior to the fiscal year in which the change in control occurs.
The amount thus payable is subject to upward adjustment in the event
that any compensation or benefits received by the employee in connection
with a change in control of the Corporation or termination of employment
thereafter are subject to certain federal excise taxes, such that the
net amount retained by the employee is the same as if such taxes had not
been applicable.
The agreements further provide for the continuation of all
noncash employee benefit plans and arrangements, with certain
exceptions, for a period of one year following termination of employment
after a change in control except by death, by the Corporation for cause
or disability, or by the employee other than for good reason. The
employee is also entitled to be reimbursed for any reasonable legal fees
and expenses he may incur in enforcing his rights under the agreement.
As of December 31, 1993, each agreement then in effect was
extended until December 31, 1994, with automatic annual extensions
thereafter unless either the Corporation or the employee gives notice
that the agreement shall not be extended. In the event of a change in
control while the agreements are in effect, the agreements shall also be
automatically extended for 24 months from the date the change in control
occurs. The agreements will generally terminate upon termination of
employment prior to a change in control of the Corporation.
REPORT OF THE COMPENSATION AND BENEFITS COMMITTEE
As members of the Compensation and Benefits Committee (the
"Committee"), we are responsible for the administration of the
Corporation's Retirement Plan, Executive Deferred Compensation Plan,
Executive Incentive Bonus Plan, and stock option plans. The Committee
also reviews compensation levels of executive management and makes
recommendations to the Board regarding salaries and bonuses to be paid
to executives.
The Corporation's overall approach to executive compensation is
based on a philosophy that combines a goal-driven annual cash
compensation package with equity incentives designed to build stock
ownership among key employees. These two key principles serve to align
executives effectively with shareholder interests by focusing management
on financial goals needed to secure shareholder value, as well as steady
long-term growth, by strongly encouraging significant ownership in the
Corporation's stock. Due to the Corporation's relatively modest
compensation structure, the Committee has not yet adopted a policy
regarding recent changes in the federal tax laws relating to
deductibility of certain executive compensation.
The Corporation maintains a competitive salary structure; each
year salaries for executive officers are reviewed against market
information assembled by consultants. The objective is to maintain
salaries at a level which is equivalent to that of banks of comparable
size nationwide. Adjustments to competitive rates are then considered
based on the Committee's overall assessment of the Corporation's
performance and of each executive's individual contribution and
achievement of objectives. Based on the annual market survey and its
assessment of individual and corporate performance, the Committee
approved a 6.5% increase in salary for 1993 for Daniel R. Nelson, the
Corporation's chief executive officer.
The Executive Incentive Bonus Plan rewards participants for the
achievement of corporate, subsidiary, business unit, and individual
goals. Goals based on return on assets, return on equity, and net
income are set at the beginning of each year in the context of a long-
term planning process and a review of peer banks with asset sizes
comparable to that of the Corporation and its major banking
subsidiaries. Net income is given a relative weight of 50%, while the
other factors each receive a weight of 25%. For 1993, participants were
assigned target awards, ranging from 15% to 40% of base salary, payable
if performance equal to target goals was achieved. Mr. Nelson's 1993
target award was set at 40% of his base salary based on achievement of
corporate goals.
If performance in 1993 had not reached at least 95% of target
levels, no awards would have been paid under the Executive Incentive
Bonus Plan; at the 95% level, payments equal to 80% of target awards
were payable. If 1993 performance exceeded target levels, amounts in
excess of target awards were payable, up to a maximum of 200% of target
amounts if performance equaled 120% of target levels.
The Corporation met or exceeded all target performance levels
established for 1993 under the Executive Incentive Bonus Plan. Net
income for 1993 of $83,187,000 was 31% higher than in 1992. The
Corporation's return on assets for 1993 was 1.14% compared with 1.08%
for 1992, while its return on equity for 1993 was 15.61% compared to
14.93% for 1992. Accordingly, a bonus for 1993 of 42% of Mr. Nelson's
base salary (as compared to a target award of 40%) was approved by the
Committee.
The Corporation also provides long-term incentive compensation
through stock-based awards under the 1991 Performance and Equity
Incentive Plan. Stock options are generally granted to executive
officers pursuant to the plan each year. Grants are not subject to
specific criteria; rather, the Committee considers its subjective
evaluation of each individual's contribution to the Corporation's
success, the number of exercisable options which the individual already
holds and the amount of gain realizable, and the extent to which the
individual has sold shares of Common Stock in the past year. Options
granted to executive officers include a reload option which is intended
to encourage long-term stock ownership.
In conclusion, the Committee believes its executive compensation
philosophy is aligned with the interests of shareholders by enabling the
Corporation to attract and retain the level of management talent needed
to forge and accomplish a successful business strategy, and by providing
reasonable, competitive and motivational rewards.
COMPENSATION AND BENEFITS COMMITTEE
Harry Bettis John B. Fery
William J. Deasy Warren E. McCain
STOCK PERFORMANCE GRAPH
The following graph shows the five-year cumulative total return
for the period ended December 31, 1993, for the Common Stock, for the
NASDAQ Market Value Index, and for the SIC Code 602 Index of domestic
commercial banks, in each case assuming investment of $100 at the market
close on the last trading day prior to January 1, 1989, and reinvestment
of dividends.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
(Graph appears here)
1989 1990 1991 1992 1993
West One
Bancorp $116 $127 $172 $284 $327
SIC Code
Comm'l Banks 117 90 128 153 180
NASDAQ
Market Index 113 92 118 119 142
APPROVAL OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected Coopers & Lybrand as
independent auditors to examine the financial statements of the
Corporation for the fiscal year ending December 31, 1994. Although the
appointment of auditors is not required to be submitted to a vote of the
shareholders, the Board of Directors has decided to ask the shareholders
to approve the appointment and recommends that you vote FOR approval.
If a majority of the shares of Common Stock represented at the annual
meeting does not vote to approve the appointment, the Board will
reconsider the appointment.
The Corporation expects representatives of Coopers & Lybrand to
be present at the 1994 annual shareholders meeting and to be available
to respond to appropriate questions. The accountants will have the
opportunity to make a statement at the annual meeting if they desire to
do so.
OTHER MATTERS
Management knows of no matters to be brought before the annual
meeting other than the election of directors and ratification of the
selection of auditors. However, if any other business properly comes
before the meeting, the persons named in the accompanying form of proxy
will vote or refrain from voting thereon in accordance with their
judgment pursuant to the discretionary authority given them in the
proxy.
SHAREHOLDER PROPOSALS FOR 1995 ANNUAL MEETING
Shareholder proposals submitted for inclusion in the 1995 proxy
materials and consideration at the 1995 annual meeting of shareholders
must be received by the Corporation by November 8, 1994. Any such
proposal should comply with the SEC's rules governing shareholder
proposals submitted for inclusion in proxy materials.
March 8, 1994 WEST ONE BANCORP
Free Parking for Annual Meeting
Free parking will be available at the Eastman Garage, Capital Terrace
Garage and surface parking areas as indicated on the map below. Parking
validation tickets will be available upon request at greeters' tables in
the lobby of the Centre. Handicap parking is available as indicated on
the map. Parking is not available under the Boise Centre on the Grove.
(Map appears here)
GRAPHICS APPENDIX LIST
PAGE WHERE GRAPHIC APPEARS DESCRIPTION OF GRAPHIC OR CROSS-REFERENCE
Page 17 A performance graph showing a
comparison of five-year cumulative
total return between West One
Bancorp, the SIC Code 602 Index of
domestic commercial banks, and the
NASDAQ Market Value Index. A table
showing the numbers used to create
the graph appears on page 17 of the
definitive proxy statement
contained in the EDGAR filing.
Page 19 A map showing the location in
Boise, Idaho, of the 1994 annual
meeting of shareholders of West One
Bancorp, including surrounding
streets, adjacent buildings,
available parking, and entrances to
the Boise Centre on the Grove.
PROXY
WEST ONE BANCORP
1994 Annual Meeting of Shareholders
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Daniel R. Nelson and D. Michael Jones as
proxies, each with power to act alone and with power of substitution,
and hereby authorizes them to represent and to vote all the shares of
common stock of West One Bancorp which the undersigned may be entitled
to vote at the Annual Meeting of Shareholders to be held on Thursday,
April 21, 1994, at 10:30 a.m., or any adjournments thereof:
1. ELECTION OF CLASS III DIRECTORS:
[ ] FOR all nominees listed below (except as marked to the contrary
below)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below
William J. Deasy Allen T. Noble
Daniel R. Nelson Philip B. Soulen
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.)
2. PROPOSAL TO APPROVE THE APPOINTMENT OF COOPERS & LYBRAND as
independent auditors for the fiscal year ending December 31,
1994.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, upon any other matters which may properly
come before the meeting.
The shares represented by this proxy when properly executed will be
voted in the manner directed herein by the undersigned shareholder. If
no direction is made, this proxy will be voted FOR Items 1 and 2. If a
person other than the nominees listed above is nominated for election as
a Class III director, the persons named as proxies may vote cumulatively
and distribute votes among the nominees in their discretion. If any
other matters properly come before the meeting, the persons named as
proxies will vote in accordance with their best judgment.
The undersigned acknowledges receipt of the 1994 Notice of Annual
Meeting and accompanying Proxy Statement and revokes all prior proxies
for said meeting.
Please sign exactly as your name appears below. If the shares are
jointly held, each joint owner named should sign. When signing as
attorney, personal representative, administrator, or other fiduciary,
please give full title. If a corporation, please sign in full corporate
name by authorized officer. If a partnership, please sign in
partnership name by authorized person.
Date: , 1994
(Signature of Shareholder)
(Signature of Shareholder)
Please Mark, Sign, Date, and Return the Proxy Card
Promptly Using the Enclosed Envelope.
March 8, 1994 WEST ONE
BANCORP
TO: PARTICIPANTS IN THE WEST ONE BANCORP EMPLOYEE THRIFT INVESTMENT
PLAN
The enclosed Notice of Annual Meeting of West One Bancorp (the
"Corporation"), Proxy Statement, a proxy card, return envelope, and copy
of the Corporation's 1993 Annual Report to its shareholders are being
sent to you as a participant in the Corporation's Employee Thrift
Investment Plan (the "Plan"). The Notice of Annual Meeting, Proxy
Statement, and 1993 Annual Report are the same as those furnished by the
Corporation to its shareholders. They are furnished to you for your
information and pursuant to the terms of the Plan.
West One Bank, Idaho, Trustee of the Plan, will vote the full shares of
common stock of the Corporation credited to your account in the Plan
(whether or not fully vested) as of February 25, 1994, in accordance
with your instructions. The number of shares you hold in the Plan can
be identified by the label on your proxy card. The numbers shown in the
bottom right-hand corner of the label identify the shares credited to
you.
In order to furnish the Trustee with your voting instructions, you
should check the appropriate boxes on the enclosed proxy card, sign and
date the card, and return it to the Trustee using the enclosed return
envelope. This proxy card is for use only to direct the Trustee in
voting the shares credited to your accounts in the Plan. If the proxy
card is not signed and returned to the Trustee, these shares will not be
voted.
If you wish to have the Trustee vote according to your instructions, the
Trustee must receive your completed proxy card no later than April 15,
1994.
THRIFT INVESTMENT PLAN COMMITTEE
(Terrance J. Dobson)
(Gary J. Peters)
(D. Michael Jones)
(Scott M. Hayes)
(Steven A. Souders)
(Jennifer Young)