SCHEDULE 14A INFORMATION
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Subsection 240.14a-11(c)
or Subsection 240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
HIGH COUNTRY BANCORP, INC.
- ----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) 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
(set forth the amount on which the filing fee is
calculated and state how it was determined):
________________________________________________________________
4. Proposed maximum aggregate value of transaction:
________________________________________________________________
5. Total fee paid:
________________________________________________________________
[ ] Fee paid previously with preliminary materials:
[ ] 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:
____________________________________________
[HIGH COUNTRY BANCORP LETTERHEAD]
September 23, 1999
Dear Stockholder:
We invite you to attend the Annual Meeting of Stockholders
of High Country Bancorp, Inc. to be held at the Salida Senior
Citizens Center, 305 F Street, Salida, Colorado on Thursday,
October 21, 1999 at 5:00 p.m., local time.
The accompanying notice and proxy statement describe the
formal business to be transacted at the Annual Meeting. Also
enclosed is an Annual Report to Stockholders for the 1999 fiscal
year. Directors and officers of the Company will be available
to respond to any questions stockholders may have.
You are cordially invited to attend the Annual Meeting.
REGARDLESS OF WHETHER YOU PLAN TO ATTEND, WE URGE YOU TO SIGN,
DATE AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE EVEN
IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL MEETING. This will
not prevent you from voting in person but will assure that your
vote is counted if you are unable to attend the meeting.
Sincerely,
/s/ Larry D. Smith
Larry D. Smith
President and Chief Executive Officer
________________________________________________________________
HIGH COUNTRY BANCORP, INC.
130 WEST 2ND STREET
SALIDA, COLORADO 81201
(719) 539-2516
________________________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 21, 1999
________________________________________________________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders ("Annual Meeting") of High Country Bancorp, Inc.
(the "Company"), will be held at the Salida Senior Citizens
Center, 305 F Street, Salida, Colorado at 5:00 p.m., local time,
on Thursday, October 21, 1999
A Proxy Card and a Proxy Statement for the Annual Meeting
are enclosed.
The Annual Meeting is for the purpose of considering and
acting upon:
1. The election of two directors of the Company; and
2. The transaction of such other matters as may
properly come before the Annual Meeting or any
adjournments thereof.
Note: The Board of Directors is not aware of any other
business to come before the Annual Meeting.
Any action may be taken on any one of the foregoing
proposals at the Annual Meeting on the date specified above or
on any date or dates to which, by original or later adjournment,
the Annual Meeting may be adjourned. Stockholders of record at
the close of business on September 10, 1999, are the
stockholders entitled to vote at the Annual Meeting and any
adjournments thereof.
You are requested to fill in and sign the enclosed Proxy
Card which is solicited by the Board of Directors and to mail it
promptly in the enclosed envelope. The Proxy Card will not be
used if you attend and vote at the Annual Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Richard A. Young
RICHARD A. YOUNG
SECRETARY
Salida, Colorado
September 23, 1999
________________________________________________________________
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY
THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A
QUORUM. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
________________________________________________________________
________________________________________________________________
PROXY STATEMENT
OF
HIGH COUNTRY BANCORP, INC.
130 WEST 2ND STREET
SALIDA, COLORADO 81201
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 21, 1999
________________________________________________________________
________________________________________________________________
GENERAL
________________________________________________________________
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of High
Country Bancorp, Inc. (the "Company") to be used at the 1999
Annual Meeting of Stockholders of the Company (the "Annual
Meeting") which will be held at the Salida Senior Citizens
Center, 305 F Street, Salida, Colorado on Thursday, October 21,
1999, at 5:00 p.m., local time. The accompanying Notice of
Annual Meeting and form of proxy and this Proxy Statement are
being first mailed to stockholders on or about September 23,
1999.
________________________________________________________________
VOTING AND REVOCABILITY OF PROXIES
________________________________________________________________
Proxies solicited by the Board of Directors of the Company
will be voted in accordance with the directions given therein.
WHERE NO INSTRUCTIONS ARE INDICATED, PROXIES WILL BE VOTED FOR
THE NOMINEES FOR DIRECTORS SET FORTH BELOW AND IN FAVOR OF EACH
OF THE OTHER PROPOSALS SET FORTH IN THIS PROXY STATEMENT FOR
CONSIDERATION AT THE ANNUAL MEETING. The proxy confers
discretionary authority on the persons named therein to vote
with respect to the election of any person as a director where
the nominee is unable to serve or for good cause will not serve,
and with respect to matters incident to the conduct of the
Annual Meeting. If any other business is presented at the
Annual Meeting, proxies will be voted by those named therein in
accordance with the determination of a majority of the Board of
Directors. Proxies marked as abstentions will not be counted as
votes cast. In addition, shares held in street name which have
been designated by brokers on proxy cards as not voted will not
be counted as votes cast. Proxies marked as abstentions or as
broker nonvotes, however, will be treated as shares present for
purposes of determining whether a quorum is present.
Stockholders who execute proxies retain the right to
revoke them at any time. Unless so revoked, the shares
represented by properly executed proxies will be voted at the
Annual Meeting and all adjournments thereof. Proxies may be
revoked by written notice to the Secretary of the Company at the
address above or the filing of a later dated proxy prior to a
vote being taken on a particular proposal at the Annual Meeting.
A proxy will not be voted if a stockholder attends the Annual
Meeting and votes in person. The presence of a stockholder
alone at the Annual Meeting will not revoke such stockholder's
proxy.
________________________________________________________________
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
________________________________________________________________
The securities entitled to vote at the Annual Meeting
consist of the Company's common stock, par value $.01 per share
(the "Common Stock"). Stockholders of record as of the close of
business on September 10, 1999 (the "Record Date"), are entitled
to one vote for each share of Common Stock then held. As of the
Record Date, there were 1,284,719 shares of Common Stock issued
and outstanding.
Persons and groups beneficially owning more than 5% of the
Common Stock are required to file certain reports with respect
to such ownership pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"). The following table sets
forth, as of the Record Date, certain information as to the
Common Stock beneficially owned by any person or group of
persons who is known to the Company to be the beneficial owner
of more than 5% of the
Company's Common Stock and shares beneficially owned by all
directors and executive officers as a group. Other than as
disclosed below, management knows of no person who beneficially
owned more than 5% of the Common Stock at the Record Date.
PERCENT OF SHARES
NAME AND ADDRESS AMOUNT AND NATURE OF OF COMMON STOCK
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OUTSTANDING
- ------------------- ----------------------- -----------------
High Country Bancorp, Inc. 105,800 (2) 8.24%
Employee Stock Ownership Plan ("ESOP")
130 West 2nd Street
Salida, Colorado 81201
Donald L. Koch 130,782 10.18%
4 Muirfield Lane
St. Louis, Missouri 63141
Sandler O'Neill Asset Management LLC 118,400 (3) 9.22%
712 Fifth Avenue - 22nd Floor
New York, New York 10019
Wellington Management Company 89,000 (3) 6.93%
75 State Street
Boston, Massachusetts 02109
All Directors and Executive Officers
as a Group (7 persons) 186,097 (4) 14.33%
<FN>
________
(1) Includes all shares held directly as well as by spouses or as custodian
or trustee for minor children, and shares held by a group acting in
concert, over which shares the named individuals effectively exercise
sole voting and investment power, or for a group acting in concert, share
voting and investment power.
(2) These shares are held in a suspense account for future allocation among
participating employees as the loan used to purchase the shares is
repaid. The ESOP trustees, currently Directors Mitchell, Glenn, Young
and Harsh vote all allocated shares in accordance with instructions of
the participants. Unallocated shares and shares for which no
instructions have been received generally are voted by the ESOP trustees
in the same ratio as participants direct the voting of allocated shares
or, in the absence of such direction, as directed by the Company's Board
of Directors.
(3) Control shares through serving as investment advisor of various
investment funds.
(4) Excludes shares with respect to which Directors Mitchell, Glenn, Young
and Harsh may have "voting power" by virtue of their positions as
trustees of the trusts holding 105,800 shares under the ESOP and 31,739
shares under the Management Recognition Plan. Unallocated shares and
shares for which no instructions have been received generally are voted
by the trustees in the same ratio as participants direct the voting of
allocated shares or, in the absence of such direction, as directed by the
Company's Board of Directors.
</FN>
________________________________________________________________
PROPOSAL I -- ELECTION OF DIRECTORS
________________________________________________________________
The Company's Board of Directors is currently composed of
six members. Under the Company's Certificate of Incorporation,
directors are divided into three classes and elected for terms
of three years each and until their successors are elected and
qualified. At the Annual Meeting in order to keep the number of
directors in each class equal, two directors will be elected for
terms expiring at the Annual Meeting to be held in the year
2002. The Board of Directors has nominated Director Richard A.
Young and Larry D. Smith, each to serve for an additional term
of three years, or until their successors are elected and
qualified. Under Colorado law, directors are elected by a
majority of the votes present in person or represented by proxy
at the Annual Meeting and entitled to vote in the election of
directors.
2
Unless contrary instruction is given, the persons named in
the proxies solicited by the Board of Directors will vote each
such proxy for the election of the named nominees. If any of
the nominees are unable to serve, the shares represented by all
properly executed proxies which have not been revoked will be
voted for the election of such substitute(s) as the Board of
Directors may recommend. At this time, the Board knows of no
reason why the nominees might be unavailable to serve.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
NOMINEES LISTED BELOW.
The following table sets forth, for the nominees and each
continuing director, his name, age as of the Record Date, the
year he first became a director of the Company's principal
subsidiary, Salida Building and Loan Association (the
"Association"), and the expiration of his current term as a
director of the Company. Except as noted below, all such
persons were initially appointed as directors of the Company in
connection with the incorporation and organization of the
Company in August 1997 and remained as such following the
conversion of the Association from mutual to stock form (the
"Conversion") on December 11, 1997. Each director of the
Company is also a member of the Board of Directors of the
Association.
YEAR FIRST SHARES OF
ELECTED COMMON STOCK
AGE AS DIRECTOR CURRENT BENEFICIALLY
OF THE OF THE TERM OWNED AT THE PERCENT
NAME RECORD DATE ASSOCIATION TO EXPIRE RECORD DATE(1) OF CLASS
- ---- ----------- ----------- --------- -------------- --------
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2002
Richard A. Young 45 1992 1999 25,780 (2) 1.99%
Larry D. Smith 42 1987 1999 33,399 2.57
DIRECTORS CONTINUING IN OFFICE
Robert B. Mitchell 74 1972 2000 34,621 (2) 2.67
Timothy R. Glenn 42 1991 2000 31,020 (2) 2.39
Philip W. Harsh 54 1995 2001 29,509 (2) 2.27
Scott G. Erchul 37 1997 2001 16,984 1.31
<FN>
____________
(1) Includes all shares held directly as well as by spouses or as custodian
or trustee for minor children, and shares held by a group acting in
concert, over which shares the named individuals effectively exercise
sole voting and investment power, or for a group acting in concert, share
voting and investment power.
(2) Excludes shares with respect to which Directors Mitchell, Glenn, Young
and Harsh may have "voting power" by virtue of their positions as
trustees of the trusts holding 105,800 shares under the ESOP and 31,739
shares under the Management Recognition Plan. Unallocated shares and
shares for which no instructions have been received generally are voted
by the trustees in the same ratio as participants direct the voting of
allocated shares or, in the absence of such direction, as directed by the
Company's Board of Directors.
</FN>
The principal occupation of each nominee for director and
each continuing director of the Company for the last five years
is set forth below.
RICHARD A. YOUNG currently serves as Secretary and
Treasurer of the Company and the Association. He has served as
a Director of the Association since 1992. He is a Certified
Public Accountant and a partner in the accounting
3
firm of Swartz & Young P.C. He is a high school football coach,
treasurer and board member of the local Pop Warner Football
League.
LARRY D. SMITH currently serves as President and Chief
Executive Officer of the Company and the Association. Mr. Smith
became President of the Association in 1991 and has been a
Director of the Association since 1987. From 1978 to 1991, he
served as Controller of the Association. He is active in the
Salida school system and youth sports by serving as a coach for
various sports teams and by serving on the High School Building
Accountability and Business Advisory Committees. He is also
involved with several organizations which promote the academic
and athletic development of the youth of Salida.
ROBERT B. MITCHELL has served as a Director of the
Association since 1972. He is retired after 20 years as the
Post Master of Salida, Colorado. Mr. Mitchell serves as
Chairman of the Board of Directors of the Association and of the
Company. Mr. Mitchell is a past member and Treasurer of the
Salida Board of Education; past Senior Warden and Treasurer of
the Church of the Ascension; past President of Salida Golf Club;
past Commander of the Ray Lines Post #64 of the American Legion;
and a member of Salida Elks Lodge #808.
TIMOTHY R. GLENN has served as a Director of the
Association since 1991. He is the Funeral Director and Owner of
the Lewis & Glenn Funeral Home and the Coroner for Chaffee
County, Colorado. His civic activities include the Salida
Rotary Club, Elks Lodge, 4-H Club and the St. Joseph Catholic
Church. He has also served as President and a member of the
Board of Directors of the Colorado Association of Cemeteries.
PHILIP W. HARSH has been an owner and agent of the
Fredrickson Brown Insurance Agency since 1990 and a Director of
the Association since 1995. He is a member of the Salida
Chamber of Commerce and the Chamber of Commerce Business
Development Group. Also, he has served as President of the
ruling group for the Salida Public Golf Course and is past
president of the Independent Insurance Agents of Colorado.
SCOTT G. ERCHUL has been a member of the Board of
Directors of the Association since 1997. He currently serves as
Vice President of the Company and the Association, and has been
Vice President of the Association since 1991. His past and
current community involvement include the Rotary Club, Academic
Booster Club committee member and youth sports coach for
football, baseball and soccer.
________________________________________________________________
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
________________________________________________________________
The Company's Board of Directors conducts its business
through meetings of the Board. The Board of Directors of the
Company generally holds regular monthly meetings and holds
Annual Meetings as needed. During the year ended June 30, 1999,
the Board of Directors of the Company met 12 times. No director
attended fewer than 75% in the aggregate of the total number of
Board meetings of the Company held while he was a member during
the year ended June 30, 1999 and the total number of meetings
held by committees on which he served during such fiscal year.
The Company's Board of Directors has standing Audit and
Nominating Committees. The Compensation Committee consists of
the full Board of Directors and discusses compensation matters
as required. The Board of Directors' Audit Committee consists
of Directors Mitchell and Young. During the year ended June 30,
1999, the committee met two times to examine and approve the
audit report prepared by the independent auditors of the
Association, to review and recommend the independent auditors to
be engaged by the Association, to review the internal audit
function and internal accounting controls, and to review and
approve conflict of interest and audit policies.
The Company's Nominating Committee consists of the entire
Board of Directors and is responsible for considering potential
nominees to the Board of Directors. The Board, in its capacity
as the Nominating Committee, met one time during the year ended
June 30, 1999. In its deliberations, the nominating committee
considers the candidate's
4
knowledge of the banking business and involvement in community,
business and civic affairs, and also considers whether the
candidate would provide for adequate representation of its
market area.
________________________________________________________________
DIRECTORS' COMPENSATION
________________________________________________________________
Directors' Fees. The Company's directors receive fees of
$1,000 per month. This fee includes any Audit or Nominating
Committee meeting. No additional fees are paid for serving on
committees of the Board of Directors. During fiscal year 1999,
the Company's directors' fees totaled $72,000.
________________________________________________________________
EXECUTIVE COMPENSATION AND OTHER BENEFITS
________________________________________________________________
Summary Compensation Table. The following table sets
forth the cash and noncash compensation for the last two fiscal
years awarded to or earned by the Company's Chief Executive
Officer. No executive officer of the Company earned salary and
bonus in fiscal year 1999 exceeding $100,000 for services
rendered in all capacities to the Company and the Association,
except for the Chief Executive Officer.
ANNUAL COMPENSATION
----------------------------------
OTHER ANNUAL ALL OTHER
NAME YEAR SALARY BONUS COMPENSATION(1) COMPENSATION
- ---- ---- ------ ----- --------------- ------------
Larry D. Smith 1999 $88,500 $15,000 $12,000 (2) $56,884 (3)
Chief Executive 1998 86,500 7,500 12,000 (2) 12,035
Officer 1997 70,142 7,500 7,000 (2) --
<FN>
_____________
(1) Executive officers of the Association receive indirect compensation in
the form of certain perquisites and other personal benefits. The amount
of such benefits received by the named executive officers in fiscal 1999
did not exceed 10% of each of the executive officer's respective salary
and bonus.
(2) Compensation for serving on the Board of Directors.
(3) Contributions for Mr. Smith's benefit of: (i) $12,640 in the Long Term
Incentive Plan (ii) 1,207 ESOP shares valued at $14,484 as of June 30,
1999, and (iii) 2,480 shares in the Management Recognition Plan Trust,
which vested during fiscal 1999 and were valued at $29,760 as of June 30,
1999.
</FN>
Employment Agreements. The Company and the Association have
entered into employment agreements (the "Employment Agreements")
under which Larry D. Smith serves as President of the
Association and the Company (the "Employee"). In such
capacities, the Employee is responsible for overseeing all
operations of the Association and the Company, and for
implementing the policies adopted by the Boards of Directors.
Such Boards believe that the Employment Agreements assure fair
treatment of the Employees in their career with the Company and
the Association by assuring them of some financial security.
The Employment Agreements became effective on August 13,
1997 and provide for a term of three years, with an annual base
salary equal to the Employee's existing base salary rate
in effect on the effective date. On each anniversary date of
the commencement of the Employment Agreements, the term of the
Employee's employment may be extended for an additional one-year
period beyond the then effective expiration date, upon a
determination by the Board of Directors that the performance of
the Employee has met the required performance standards and that
such Employment Agreements should be extended. The Employment
Agreements provide the Employee with a salary review by the
Board of Directors not less often than annually, as well as with
inclusion in any discretionary bonus plans, retirement and
medical plans, customary fringe benefits, vacation and sick
leave. As of September 10, 1999, the base salary under Mr.
Smith's contract was $96,000 per annum. An Employment Agreement
shall terminate upon the
5
Employee's death, may terminate upon the Employee's disability
and are terminable by the Association for "just cause" (as
defined in the Employment Agreements). In the event of
termination for just cause, no severance benefits are available.
If the Company or the Association terminates an Employee without
just cause, the Employee will be entitled to a continuation of
his salary and benefits from the date of termination through the
remaining term of the Employment Agreements plus an additional
12 month's salary and, at the Employee's election, either
continued participation in benefit plans which the Employee
would have been eligible to participate in through the
Employment Agreements' expiration date or the cash equivalent
thereof. If the Employment Agreements are terminated due to the
Employee's "disability" (as defined in the Employment
Agreements), the Employee will be entitled to a continuation of
his salary and benefits through the date of such termination,
including any period prior to the establishment of the
Employee's disability. In the event of an Employee's
death during the term of his Employment Agreement, his estate
will be entitled to receive his salary through the last day of
the calendar month in which the Employee's death occurred. An
Employee is able to voluntarily terminate his Employment
Agreement by providing 90 days' written notice to the Boards of
Directors of the Association and the Company, in which case the
Employee is entitled to receive only his compensation, vested
rights, and benefits up to the date of termination.
In the event of (i) the Employee's involuntary termination
of employment other than for "just cause" during the period
beginning six months before a change in control and ending on
the later of the first anniversary of the change in control or
the expiration date of the Employment Agreements (the "Protected
Period"), (ii) the Employee's voluntary termination
within 90 days of the occurrence of certain specified events
occurring during the Protected Period which have not been
consented to by the Employee, or (iii) the Employee's voluntary
termination of employment for any reason within the 30-day
period beginning on the date of the change in control, the
Employee will be paid within 10 days of such termination (or the
date of the change in control, whichever is later) an amount
equal to the difference between (i) 2.99 times his "base
amount," as defined in Section 280G(b)(3) of the Internal
Revenue Code of 1986, as amended (the "Code"), and (ii) the sum
of any other parachute payments, as defined under Section
280G(b)(2) of the Code, that the Employee receives on account of
the change in control.
"Change in Control" means any one of the following events:
(i) the acquisition of ownership, holding or power to vote more
than 25% of the voting stock of the Association or the Holding
Company thereof, (ii) the acquisition of the ability to control
the election of a majority of the Association's or the Company's
Directors, (iii) the acquisition of a controlling influence over
the management or policies of the Association or of the Company
by any person or by persons acting as a "group" (within the
meaning of Section 13(d) of the Securities Exchange Act of
1934), or (iv) during any period of two consecutive years,
individuals (the "Continuing Directors") who at the beginning of
such period constitute the Board of Directors of the Association
or of the Company (the "Existing Board") cease for any reason to
constitute at least two-thirds thereof, provided that any
individual whose election or nomination for election as a member
of the Existing Board was approved by a vote of at least two-
thirds of the Continuing Directors then in office shall be
considered a Continuing Director. Notwithstanding the
foregoing, the Company's ownership of the Association shall not
of itself constitute a Change in Control for purposes of the
Agreement. For purposes of this paragraph only, the term
"person" refers to an individual or a corporation, partnership,
trust, association, joint venture, pool, syndicate, sole
proprietorship, unincorporated organization or any other form of
entity not specifically listed herein. Notwithstanding the
foregoing, a "Change in Control" shall not be deemed to occur
solely by reason of a transaction in which the Association
converts to the stock form of organization, or creates an
independent holding company in connection therewith. The
decision of the Board as to whether a Change in Control has
occurred shall be conclusive and binding.
The payments that would be made to Mr. Smith assuming his
termination of employment under the foregoing circumstances at
June 30, 1999 would have been approximately $258,635. These
provisions may have an anti-takeover effect by making it more
expensive for a potential acquiror to obtain control of the
Company. In the event that the Employee prevails over the
Company and the Association, or obtains a written settlement, in
a legal dispute as to the Employment Agreement, he will be
reimbursed for his legal and other expenses.
6
________________________________________________________________
TRANSACTIONS WITH MANAGEMENT
________________________________________________________________
The Association offers loans to its directors and officers.
These loans currently are made in the ordinary course of
business with the same collateral, interest rates and
underwriting criteria as those of comparable transactions
prevailing at the time and to not involve more than the normal
risk of collectibility or present other unfavorable features.
Under current law, the Association's loans to directors and
executive officers are required to be made on substantially the
same terms, including interest rates, as those prevailing for
comparable transactions and must not involve more than the
normal risk of repayment or present other unfavorable features.
Furthermore, all loans to such persons must be approved in
advance by a disinterested majority of the Board of Directors.
None of these loans had favorable terms.
At June 30, 1999, the Association's loans to directors and
executive officers totaled $1,575,000, or 8.74% of the Company's
stockholders' equity, at that date.
________________________________________________________________
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
________________________________________________________________
Pursuant to regulations promulgated under the Exchange
Act, the Company's officers, directors and persons who own more
than ten percent of the outstanding Common Stock are required to
file reports detailing their ownership and changes of ownership
in such Common Stock, and to furnish the Company with copies of
all such reports. Based solely on the Company's review of such
reports which the Company received during the last fiscal year,
or written representations from such persons that no annual
report of change in beneficial ownership was required, the
Company believes that, during the last fiscal year, all persons
subject to such reporting requirements have complied with the
reporting requirements, except for Director Mitchell who filed
one Form 4 reporting one transaction late, due to an oversight
by the Company.
________________________________________________________________
OTHER MATTERS
________________________________________________________________
The Board of Directors is not aware of any business to
come before the Annual Meeting other than those matters
described above in this Proxy Statement and matters incident to
the conduct of the Annual Meeting. However, if any other
matters should properly come before the Annual Meeting, it is
intended that proxies in the accompanying form will be voted in
respect thereof in accordance with the determination of a
majority of the Board of Directors.
________________________________________________________________
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
________________________________________________________________
Grimsley, White & Company, which were the Company's
independent auditors for the 1999 fiscal year, have been
retained by the Board of Directors to be the Company's auditors
for the 2000 fiscal year.
________________________________________________________________
MISCELLANEOUS
________________________________________________________________
The cost of soliciting proxies will be borne by the
Company. The Company will reimburse brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses
incurred by them in sending proxy materials to the beneficial
owners of Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Company may
solicit proxies personally or by telegraph or telephone without
additional compensation.
The Company's 1999 Annual Report to Stockholders,
including financial statements, accompanies this Proxy
Statement, which has been mailed to all stockholders of record
as of the close of business on the Record Date. Any stockholder
who has not received a copy of such Annual Report may obtain a
copy by writing to the Secretary of the
7
Company. Such Annual Report is not to be treated as a part of
the proxy solicitation material or as having been incorporated
herein by reference.
________________________________________________________________
STOCKHOLDER PROPOSALS
________________________________________________________________
In order to be eligible for inclusion in the Company's
proxy materials for next year's Annual Meeting of Stockholders,
any stockholder proposal to take action at such meeting must be
received at the Company's executive office at 130 West 2nd
Street, Salida, Colorado 81201 no later than May 26, 2000. Any
such proposals shall be subject to the requirements of the proxy
rules adopted under the Exchange Act.
Stockholder proposals, other than those submitted pursuant
to the Exchange Act, must be submitted in writing, delivered or
mailed by first class United States mail, postage prepaid, to
the Secretary of the Corporation not less than 30 days nor more
than 60 days prior to the date of any such meeting; provided,
however, that if less than 40 days' notice of the meeting is
given to stockholders, such written notice shall be delivered
or mailed, as prescribed, to the Secretary of the Company, not
later than the close of business on the tenth day following the
day on which the notice of the meeting was mailed to
stockholders.
________________________________________________________________
FORM 10-KSB
________________________________________________________________
A COPY OF THE COMPANY'S FORM 10-KSB FOR THE YEAR ENDED
JUNE 30, 1999 AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS
OF THE RECORD DATE UPON WRITTEN REQUEST TO THE SECRETARY, HIGH
COUNTRY BANCORP, INC., 130 WEST 2ND STREET, SALIDA, COLORADO
81201.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Richard A. Young
RICHARD A. YOUNG
SECRETARY
Salida, Colorado
September 23, 1999
8
REVOCABLE PROXY
HIGH COUNTRY BANCORP, INC.
_______________________________
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 21, 1999
_______________________________
The undersigned hereby appoints Robert Mitchell, Timothy
Glenn and Philip Harsh with full powers of substitution to act,
as attorneys and proxies for the undersigned, to vote all shares
of Common Stock of High Country Bancorp, Inc. which the
undersigned is entitled to vote at the Annual Meeting of
Stockholders (the "Annual Meeting"), to be held at the Salida
Senior Citizens Center, 305 F Street, Salida, Colorado on
Thursday, October 21, 1999 at 5:00 p.m., local time, and at any
and all adjournments thereof, as indicated below and in
accordance with the determination of a majority of the Board of
Directors with respect to other matters which come before the
Annual Meeting.
VOTE
FOR WITHHELD
1. The election as directors of all
the nominees listed below (except
as marked to the contrary below). [ ] [ ]
Richard A. Young
Larry D. Smith
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY
INDIVIDUAL NOMINEE, INSERT THAT NOMINEE'S NAME ON
THE LINE PROVIDED BELOW.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
NOMINEES LISTED ABOVE.
________________________________________________________________
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE NOMINEES LISTED
ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL
MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY
IN ACCORDANCE WITH THE DETERMINATION OF A MAJORITY OF THE BOARD
OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS
OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.
THIS PROXY CONFERS DISCRETIONARY AUTHORITY ON THE HOLDERS
THEREOF TO VOTE WITH RESPECT TO THE ELECTION OF ANY PERSONS AS
DIRECTORS WHERE THE NOMINEES ARE UNABLE TO SERVE OR FOR GOOD
CAUSE WILL NOT SERVE AND MATTERS INCIDENT TO THE CONDUCT OF THE
ANNUAL MEETING.
________________________________________________________________
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the
Annual Meeting or at any adjournment thereof and after notifica-
tion to the Secretary of the Company at the Annual Meeting of
the stockholder's decision to terminate this proxy, then the
power of said attorneys and proxies shall be deemed terminated
and of no further force and effect. The undersigned hereby
revokes any and all proxies heretofore given with respect to the
shares of Common Stock held of record by the undersigned.
The undersigned acknowledges receipt from the Company prior
to the execution of this proxy of a Notice of Annual Meeting,
the Company's Proxy Statement for the Annual Meeting, dated
September 23, 1999, and an Annual Report to Stockholders for the
1999 fiscal year.
Dated: _______________________, 1999
__________________________ __________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
__________________________ __________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the envelope in
which this card was mailed. When signing as attorney, executor,
administrator, trustee or guardian, please give your full title.
If shares are held jointly, each holder should sign.
________________________________________________________________
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PREPAID ENVELOPE.
________________________________________________________________