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 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
Summit Bancshares, 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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22a(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rules
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: (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:
SUMMIT BANCSHARES, INC.
1300 SUMMIT AVENUE
FORT WORTH, TEXAS 76102
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 16, 1996
To the Shareholders of Summit Bancshares, Inc.: The Annual Meeting of
Shareholders of Summit Bancshares, Inc. (the "Corporation") will be held at
Summit National Bank, 1300 Summit Avenue, Fort Worth, Texas on April 16, 1996,
at 4:30 p.m., for the following purposes:
1. To elect a Board of Directors of the Corporation consisting of
thirteen (13) persons.
2. To ratify the appointment by the Board of Directors of Stovall,
Grandey & Whatley as independent auditors of the Corporation for its
fiscal year ending December 31, 1996.
3. To transact such other business as may properly come before the
Annual Meeting of Shareholders or any adjournment or adjournments
thereof.
Only those shareholders of record at the close of business on March 13,
1996 are entitled to notice of and to vote at the Annual Meeting of
Shareholders or at any adjournment or adjournments thereof.
IMPORTANT
---------
All shareholders are urged to sign, date and return as promptly as
possible the enclosed proxy in the enclosed postage-paid envelope. It is
important that as many shares as possible be represented at the Annual Meeting
of Shareholders. Consequently, whether or not you expect to be present, please
execute and return the enclosed proxy.
By Order of the Board of Directors,
/s/ Philip E. Norwood
-----------------------------------------
Philip E. Norwood, President
March 15, 1996
Fort Worth, Texas
SUMMIT BANCSHARES, INC.
1300 SUMMIT AVENUE
FORT WORTH, TEXAS 76102
TELEPHONE (817) 336-8383
PROXY STATEMENT FOR ANNUAL
MEETING OF SHAREHOLDERS
To be Held April 16, 1996
This statement is furnished in connection with the solicitation of proxies
by the Board of Directors of SUMMIT BANCSHARES, INC. (the "Board") to be used
at the Annual Meeting of Shareholders of SUMMIT BANCSHARES, INC. (the
"Corporation") to be held at Summit National Bank, 1300 Summit Avenue, Fort
Worth, Texas on April 16, 1996, at 4:30 p.m., and at any adjournment or
adjournments thereof. This Proxy Statement and accompanying proxy are being
mailed on or about March 18, 1996 to the shareholders of the Corporation.
The Corporation's Annual Report to Shareholders for the year ended December 31,
1995 is being furnished with this Proxy Statement to the shareholders of record
on March 13, 1996. The Annual Report to Shareholders does not constitute a
part of the proxy soliciting material.
GENERAL INFORMATION
The close of business on March 13, 1996 has been fixed as the record date
for determining the shareholders entitled to vote at the Annual Meeting of
Shareholders to be held on April 16, 1996.
The Annual Meeting of Shareholders has been called for the purposes of (i)
electing directors of the Corporation for the coming year, (ii) ratifying the
appointment by the Board of Directors of Stovall, Grandey & Whatley as
independent auditors of the Corporation for its fiscal year ending December 31,
1996, and (iii) transacting such other business as may properly come before the
Annual Meeting of Shareholders or any adjournment or adjournments thereof.
Whether you can attend the meeting or not, your vote is important. Shares
can be voted at the meeting only if the owner is present or represented by
proxy. Accordingly, it is requested that you sign and return the enclosed
proxy in the envelope provided.
Any person executing the accompanying proxy may revoke it at any time
prior to the actual voting thereof by filing with the Secretary of the
Corporation a written revocation thereof or a duly executed proxy bearing a
later date.
Shares represented by each signed proxy received by the Board will be
voted in accordance with the direction specified by the shareholder, and if no
direction is specified, such shares will be voted "FOR" each proposal.
The cost of soliciting proxies will be borne by the Corporation. The
solicitation will be made by mail. The Corporation will also supply brokerage
firms and other custodians, nominees and fiduciaries with such number of proxy
materials as they may require for mailing to beneficial owners, and will
reimburse them for their reasonable expenses in connection therewith. Certain
directors, officers and employees of the Corporation, not specifically employed
for the purpose, may solicit proxies, without remuneration therefore, by mail,
telephone, telegraph or personal interview.
OUTSTANDING SHARES AND VOTING RIGHTS
At the close of business on March 13, 1996, the record date for
determining the shareholders of the Corporation entitled to notice of and to
vote at the Annual Meeting of Shareholders, the Corporation had 3,156,386
shares of common stock, $1.25 par value (the "Common Stock"), issued and
outstanding.
The presence, in person or by proxy duly authorized in writing, of the
holders of a majority of the issued and outstanding shares of Common Stock of
the Corporation is necessary to constitute a quorum at the Annual Meeting of
Shareholders.
When a quorum is present at any meeting, the vote of the holders of a
majority of the shares having voting power, present in person or represented by
proxy, shall decide any question brought before such meeting.
Each holder of shares of Common Stock will be entitled to one vote, in
person or by proxy, for each share of Common Stock of the Corporation owned of
record at the close of business on March 13, 1996. Cumulative voting for
directors is not permitted. Directors are elected by plurality vote and,
therefore, the thirteen (13) nominees receiving the highest number of
affirmative votes shall be elected as directors provided a quorum is present.
All shares represented at the Annual Meeting in person or by proxy shall be
counted in determining the presence of a quorum. Abstentions and broker non-
votes (shares held by a broker or nominee as to which a broker or nominee
indicates on the proxy that it does not have the authority, either express or
discretionary, to vote on a particular matter) are counted for the purpose of
determining the presence or absence of a quorum for the transaction of business
at the Annual Meeting. For the election of directors, abstention from voting
and broker non-votes will have the legal effect of neither a vote for nor
against the nominee. For all other matters, an abstention from voting and
broker non-votes, since they are not affirmative votes, will have the same
practical effect as a vote against the respective matters.
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
The bylaws of the Corporation provide that the Board shall be comprised of not
more than twenty-five (25) members and that each director shall be elected to
serve until the next Annual Meeting of Shareholders and until his successor
shall be elected and shall qualify. Any vacancies on the Board may be filled
by a majority vote of the Board and any director so elected shall hold office
for the unexpired term of his predecessor or until the next election of
directors by the shareholders of the Corporation.
The Board of Directors has set the number of directors at thirteen (13)
and has nominated the thirteen (13) persons named below for election to the
Board of Directors of the Corporation.
Names of the nominees for directors and other information about them
appear in the following table. All of the nominees are now directors of the
Corporation and have consented to serve if elected. If for any unforeseen
reason a nominee is unable to serve if elected, the persons named in the
accompanying proxy may exercise their discretion to vote for a substitute
nominee selected by the Board. However, the Board has no reason to anticipate
that any of the nominees will not be able to serve, if elected.
NAME AND AGE OF
NOMINEE; YEARS PRINCIPAL OCCUPATION FOR PAST
SERVED AS DIRECTOR FIVE YEARS; OTHER DIRECTORSHIPS
Philip E. Norwood Mr. Norwood became President of Camp Bowie
Age 46 National Bank in July 1994, President and Chief
Director Since 1984 Executive Officer of the Corporation in October
1993 and Chairman of the Board of Alta Mesa
National Bank in December 1992, and continues to
serve in these capacities. He has served as a
director of the Corporation since March 1984.
From January 1990 to October 1993 Mr. Norwood
served as Secretary of the Corporation, from
December 1992 to October 1993 he served as
Executive Vice President of the Corporation,
and from March 1984 to January 1990 he served
as Secretary and Treasurer of the Corporation.
From April 1981 to December 1992 Mr. Norwood
served as President of Alta Mesa National Bank.
From December 1992 to December 1995 Mr. Norwood
served as Chief Executive Officer of Alta Mesa
National Bank. Mr. Norwood has served as a
director of Alta Mesa National Bank since April
1981 and as a director of Camp Bowie National
Bank since January 1990. Mr. Norwood served as
a director of Summit National Bank from March
1983 to January 1996.
James L. Murray Mr. Murray became Chairman of the Board of the
Age 63 Corporation in January 1985, and Chairman of the
Director Since 1979 Board of Camp Bowie National Bank in January
1990, and continues to serve in these
capacities. Mr. Murray served as Chief Executive
Officer of the Corporation from January 1990 to
October 1993, as President of the Corporation
from 1979 to January 1985, as President
of Camp Bowie National Bank from January 1990
to January 1994, and as Chairman of the
Board of Directors of Summit National Bank from
October 1981 to January 1990. He has served as
a director of Camp Bowie National Bank since
April 1985. Additionally, Mr. Murray was
a director of Alta Mesa National Bank from
April 1981 to April 1985. He was reelected to
the Board of Directors of Alta Mesa National
Bank in January 1990 and served until January
1996. Mr. Murray served as a director of
Summit National Bank from January 1975 to
January 1996.
F. S. Gunn Mr. Gunn became Vice Chairman of the Board of
Age 62 the Corporation in October 1993. From January
Director Since 1979 1990 to October 1993 Mr. Gunn served as President
of the Corporation, and from January 1985
to January 1990 he previously served as Vice
Chairman of the Board of the Corporation. Mr.
Gunn has served as Chairman of the Board of
Summit National Bank since January 1991, and
served as President of Summit National Bank
from October 1981 to January 1991. He has
served as a director of Summit National Bank
since January 1975. He served as a director of
Alta Mesa National Bank from March 1982 to
January 1996 and as a director of Camp Bowie
National Bank from January 1990 to January 1996.
Jeffrey M. Harp Mr. Harp became Chief Operating Officer and
Age 47 Secretary of the Corporation in October 1993,
Director Since 1990 Executive Vice President of the Corporation in
December 1992, and Treasurer and a director of
the Corporation in January 1990, and continues
to serve in these capacities. He has served as
President of Summit National Bank since January
1991, and served as Executive Vice President of
Summit National Bank from February 1985 to
December 1990. He has served as a director of
Summit National Bank since January 1990. He
served as a director of Alta Mesa National Bank
and Camp Bowie National Bank from January 1990
to January 1996.
Robert E. Bolen Mr. Bolen is Senior Advisor to the Chancellor of
Age 69 Texas Christian University. Mr. Bolen served as
Director Since 1984 the Mayor of the City of Fort Worth from January
1982 to May 1991. Since April 1981 Mr. Bolen has
served as a director of Alta Mesa National Bank.
Joe L. Bussey, M.D. Dr. Bussey is an ophthalmologist. He has served
Age 71 as a director of Summit National Bank since
Director Since 1984 January 1975 and as a director of Alta Mesa
National Bank since April 1981.
Elliott S. Garsek Mr. Garsek has been an attorney with, and is
Age 47 Chairman of the Board of, the law firm of Barlow
Director Since 1987 & Garsek, a Professional Corporation, since
February 1984. He has served as a director of
Camp Bowie National Bank since June 1984.
Ronald J. Goldman Mr. Goldman is presently involved in personal
Age 53 investments. From June 1989 to June 1991 Mr.
Director Since 1984 Goldman was a consultant to Tarrant Distributors,
a wholesale liquor and wine distributorship
located in Fort Worth, Texas. Mr. Goldman
served as President of White Rose Distributing
Company, a liquor and wine distributorship
located in Fort Worth, Texas, from March 1973
until September 1989. Mr. Goldman served as
a director of Ganucheau Stupfel & Brumley
Investment Counsel, an investment advisory firm
located in Fort Worth, Texas, from 1988 to
December 1993. Mr. Goldman has served as a
director of Summit National Bank since January
1975 and as a director of Alta Mesa National
Bank since April 1981.
William W. Meadows Mr. Meadows has served as Executive Vice
Age 43 President of Wm. Rigg Co., an insurance agency,
Director Since 1991 since 1986, and has been employed by that Company
since 1976 in various executive capacities. Mr.
Meadows is currently serving on the Fort Worth City
Council. Mr. Meadows has served as a director
of Camp Bowie National Bank since June 1984.
Edward P. Munson Mr. Munson is an independent oil operator. He
Age 76 served as Chairman of the Board of Euratex
Director Since 1984 Corporation, a corporation engaged in oil and
gas exploration, development and production,
from August 1983 to February 1984. Mr. Munson
has served as a director of Summit National
Bank since March 1978.
Lynn C. Perkins, M.D. Dr. Perkins is a physician. Dr. Perkins has
Age 66 served as a director of Alta Mesa National
Director Since 1984 Bank since April 1981.
Byron B. Searcy Mr. Searcy has served as President of Ferree
Age 59 & Searcy, Inc., a corporation engaged in the
Director Since 1984 real estate brokerage business in Fort Worth,
Texas, since 1962. Mr. Searcy has served as a
director of Summit National Bank since January
1975 and as a director of Alta Mesa National
Bank since April 1981.
Lloyd J. Weaver Mr. Weaver was a partner with Weaver & Tidwell,
Age 74 L.L.P., Fort Worth, Texas, a public accounting
Director Since 1981 firm, from 1950 until his retirement in
December 1986. Mr. Weaver has served as a
director of Summit National Bank since January
1975, and served as a director of Alta Mesa
National Bank from April 1981 to December 1991.
No family relationships exist among the named executive officers and
directors of the Corporation. No director of the Corporation is a director of
any company with a class of securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended, or subject to the requirements of
Section 15(d) of that Act or of any company registered as an investment company
under the Investment Corporation Act of 1940, as amended.
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE ELECTION AS
DIRECTORS OF THE THIRTEEN (13) PERSONS NAMED ABOVE.
BOARD OF DIRECTORS
Directors are elected annually by the shareholders of the Corporation for
one year and hold office until their successors are elected and have qualified.
Various meetings of the Board are held each year, including an organizational
meeting following the conclusion of the Annual Meeting of Shareholders. The
Board has established an Executive Committee, an Audit Committee, an
Asset/Liability Management Committee (the "ALCO Committee") and a Compensation
and Benefits Committee (the "Compensation Committee"). The Board does not have
a standing nominating committee or a committee performing a similar function.
EXECUTIVE COMMITTEE
Members: Joe L. Bussey, M.D., Ronald J. Goldman, F. S. Gunn, Jeffrey M.
Harp, James L. Murray, Philip E. Norwood, Byron B. Searcy and Lloyd J. Weaver.
The function of the Executive Committee is to manage the business and
affairs of the Corporation to the extent delegated to the Executive Committee
by the Board.
AUDIT COMMITTEE
Members: Lloyd J. Weaver (Chairman), William W. Meadows, Edward P. Munson
and Lynn C. Perkins, M.D.
The functions of the Audit Committee are to (i) meet with the independent
auditors of the Corporation to review the annual audit and its results, (ii)
review internal audit controls and procedures of the Corporation and its
subsidiaries, Summit National Bank, Alta Mesa National Bank and Camp Bowie
National Bank (collectively referred to as the "Subsidiary Banks"), and (iii)
make recommendations to the Board as to the engagement of the independent
auditors of the Corporation.
COMPENSATION AND BENEFITS COMMITTEE
Members: Elliott S. Garsek (Chairman), Robert E. Bolen, Joe L. Bussey,
M.D. and Byron B. Searcy.
The function of the Compensation Committee is to make recommendations to
the Board with regard to the remuneration of the executive officers and
directors of the Corporation and the Subsidiary Banks. The Compensation
Committee is also responsible for the administration of the 1982 Incentive
Stock Option Plan, the 1993 Incentive Stock Option Plan, the Defined Benefit
Pension Plan, the Management Security Plan and the Performance Compensation
Plan of the Corporation. See "EXECUTIVE COMPENSATION AND OTHER INFORMATION."
ASSET/LIABILITY MANAGEMENT COMMITTEE
Members: Robert E. Bolen, F.S. Gunn, Jeffrey M. Harp, James L. Murray,
Philip E. Norwood and Lloyd J. Weaver.
The functions of the Asset/Liability Committee are to review the
implementation of the Corporation's asset and liability management functions
and assure that those functions are in a workable and productive fashion. The
Committee is also responsible for monitoring asset and liability management
objectives while working within the range of operating guidelines set forth in
the Asset/Liability Management Policy.
DIRECTORS' COMPENSATION
During 1995 the Corporation paid each of its directors $300 for attendance
at each meeting of the Board and $100 for attendance at each committee meeting
thereof. The Corporation paid a total of $30,300 in directors' fees and $7,100
in committee fees during 1995.
During 1995 Summit National Bank paid each of its directors $300 for
attendance at a meeting of the Board of Directors of Summit National Bank and
$100 for attendance at each committee meeting thereof. Summit National Bank
paid a total of $40,200 in directors' fees and $12,908 in committee fees during
1995.
During 1995 Alta Mesa National Bank paid each of its directors $200 for
attendance at a meeting of the Board of Directors of Alta Mesa National Bank
and $50 for attendance at each committee meeting thereof. Alta Mesa National
Bank paid a total of $27,550 in directors' fees and $5,508 in committee fees
during 1995.
During 1995 Camp Bowie National Bank paid each of its directors $200 for
attendance at a meeting of the Board of Directors of Camp Bowie National Bank
and $50 for attendance at each committee meeting thereof. Camp Bowie National
Bank paid a total of $19,000 in directors' fees and $4,875 in committee fees
during 1995.
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
During 1995 there were nine (9) meetings (including regularly scheduled
and special meetings) of the Board, one (1) meeting of the Executive Committee,
two (2) meetings of the Audit Committee, four (4) meetings of the ALCO
Committee and nine (9) meetings of the Compensation Committee. Each director,
except Joe L. Bussey, M.D., Ronald J. Goldman, and William W. Meadows attended
at least seventy-five percent (75%) of the total number of meetings of the
Board and Committees of the Board of which he was a member during 1995.
PROPOSAL NO. 2:
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Subject to approval by the shareholders, the Board has selected the firm
of Stovall, Grandey & Whatley, Certified Public Accountants, as independent
auditors of the Corporation for its fiscal year ending December 31, 1996.
Stovall, Grandey & Whatley has acted in such capacity for the Corporation since
1979 and has reported that neither the firm nor any of its partners has any
material direct or indirect financial interest in the Corporation, other than
as independent auditors.
Representatives of Stovall, Grandey & Whatley will be present at the
Annual Meeting of Shareholders with the opportunity to make a statement if they
desire to do so and are expected to be available to respond to appropriate
questions.
The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock of the Corporation is required to ratify the appointment
of Stovall, Grandey & Whatley as independent auditors of the Corporation.
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE APPROVAL OF THE
APPOINTMENT OF STOVALL, GRANDEY & WHATLEY AS INDEPENDENT AUDITORS OF THE
CORPORATION.
ACTION TO BE TAKEN UNDER THE PROXY
The accompanying proxy will be voted "FOR" each of the above noted
Proposals unless the proxy is marked in such a manner as to withhold authority
to so vote.
The accompanying proxy will also be voted in connection with the
transaction of such other business as may properly come before the Annual
Meeting of Shareholders, or any adjournment or adjournments thereof.
Management knows of no other matters to be considered at the Annual Meeting of
Shareholders. If, however, any other matters properly come before the Annual
Meeting of Shareholders, or any adjournment or adjournments thereof, the
persons named in the accompanying proxy will vote such proxy in accordance with
their best judgment on any such matter. The persons named in the accompanying
proxy will also, if in their judgment it is deemed to be advisable, vote to
adjourn the meeting from time to time.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
By Management
The following table shows beneficial ownership of shares of Common Stock
of the Corporation by all current directors, nominees for director, and
executive officers of the Corporation named under the caption "EXECUTIVE
COMPENSATION AND OTHER INFORMATION," individually, and, together with all
current executive officers of the Corporation, as a group, at March 1, 1996.
Amount and
Name of Beneficial Nature of Percent
Owner or Number Beneficial of
of Persons in Group Ownership(1) Class(2)
- ------------------- -------------- --------
Philip E. Norwood 108,256 shares(3) 3.3%
James L. Murray 138,663 shares(4) 4.2%
F. S. Gunn 176,466 shares(5) 5.3%
Jeffrey M. Harp 98,200 shares(6) 3.0%
Robert E. Bolen 9,976 shares *
Joe L. Bussey, M.D. 53,196 shares(7) 1.6%
Elliott S. Garsek 14,661 shares(8) *
Ronald J. Goldman 132,604 shares(9) 4.0%
William W. Meadows 6,600 shares *
Edward P. Munson 14,004 shares(10) *
Lynn C. Perkins, M.D. 7,612 shares *
Bob G. Scott 8,700 shares(11) *
Byron B. Searcy 26,620 shares(12) *
Lloyd J. Weaver 15,388 shares *
All directors and
executive officers as
a group (14 persons) 810,946 shares(13) 24.4%
- ---------------------------
* Less than one percent (1%) of all of the issued and outstanding shares of
Common Stock.
(1) Based on information furnished by persons named and, except as otherwise
indicated below, each person has sole voting power and investment power
with respect to all shares of Common Stock owned by such person.
(2) Based on 3,330,186 shares of Common Stock issued and outstanding as of
March 1, 1996, as adjusted for shares convertible or exercisable within
sixty (60) days of March 1, 1996 which are deemed outstanding for a
specific shareholder pursuant to Rule 13d-3(d)(1) under the Securities
Exchange Act of 1934.
(3) Includes 42,568 shares of Common Stock owned of record; 1,888 shares of
Common Stock owned by Mr. Norwood's children; and 63,800 shares of Common
Stock which Mr. Norwood has the right to acquire within sixty (60) days
of March 1, 1996 pursuant to options granted to him under the 1982 Stock
Plan and the 1993 Stock Plan. See "EXECUTIVE COMPENSATION AND OTHER
INFORMATION - Option Exercises and Holdings."
(4) Includes 80,663 shares of Common Stock owned of record and 58,000 shares
of Common Stock which Mr. Murray has the right to acquire within sixty
(60) days of March 1, 1996 pursuant to options granted to him under the
1982 Stock Plan and the 1993 Stock Plan. See "EXECUTIVE COMPENSATION AND
OTHER INFORMATION - Option Exercises and Holdings."
(5) Includes 136,402 shares of Common Stock owned of record; and 40,064
shares of Common Stock held by a trust for which Mr. Gunn serves as a co-
trustee.
(6) Includes 44,200 shares of Common Stock owned of record; 14,000 shares of
Common Stock owned by Mr. Harp's children in a Trust; and 40,000 shares
of Common Stock which Mr. Harp has the right to acquire within sixty (60)
days of March 1, 1996 pursuant to options granted to him under the 1993
Stock Plan. See "EXECUTIVE COMPENSATION AND OTHER INFORMATION - Option
Exercises and Holdings."
(7) Includes 41,196 shares of Common Stock owned of record and 12,000 shares
of Common Stock held by Mr. Bussey's IRA.
(8) Includes 13,661 shares of Common Stock owned of record and 1,000 shares
of Common Stock owned by Mr. Garsek's children.
(9) Includes 132,600 shares of Common Stock owned of record and four (4)
shares of Common Stock owned by Mr. Goldman's son.
(10) Includes 200 shares of Common Stock owned of record and 13,804 shares of
Common Stock owned by Mr. Munson & Mrs. Munson TR 8/17/96 Munson Living
Trust.
(11) Includes 700 shares of Common Stock owned of record and 8,000 shares of
Common Stock which Mr. Scott has the right to acquire within sixty (60)
days of March 1, 1996 pursuant to options granted to him under the 1993
Stock Plan.
(12) Includes 26,000 shares of Common Stock owned of record and 620 shares of
Common Stock owned by Mr. Searcy's wife.
(13) Includes 169,800 shares of Common Stock with respect to which certain
named executive officers of the Corporation have the right to acquire
beneficial ownership within sixty (60) days of March 1, 1996 pursuant to
options granted to them under the 1982 Stock Plan and the 1993 Stock
Plan. See "EXECUTIVE COMPENSATION AND OTHER INFORMATION - Option
Exercises and Holdings."
BY OTHERS
The following table sets forth certain information with respect to
shareholders of the Corporation who were known to be beneficial owners of more
than five percent (5%) of the outstanding shares of Common Stock as of March 1,
1996.
AMOUNT AND NATURE
NAME AND ADDRESS OF OF BENEFICIAL PERCENT OF
BENEFICIAL OWNER OWNERSHIP (1)(2) CLASS
- -------------------- ----------------- ----------
F. S. Gunn 176,466 5.3%
1300 Summit Avenue
Fort Worth, TX 76102
- ----------------------------
(1) Based on information furnished by the person named and, except as
otherwise indicated below, such person has sole voting power with respect
to all shares of Common Stock owned by such person.
(2) See footnote (5) under "STOCK OWNERSHIP - By Management."
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's executive officers, directors, and persons who own more than ten
percent (10%) of a registered class of the Corporation's equity securities to
file reports of ownership with the Securities and Exchange Commission.
Based upon a review of Forms 3, 4 and 5 and amendments thereto furnished
to the Corporation, management of the Corporation has determined that during
1995 other than those referenced below, no directors, officers or ten percent
(10%) beneficial shareholders of Common Stock of the Corporation failed to
timely file with the Securities and Exchange Commission one or more required
reports on Form 3, 4 or 5 regarding transactions in securities of the Corpora-
tion.
Reporting Person Number of Reports Number of Transactions
Robert E. Bolen One One
Joe L. Bussey, M.D. One Two
Elliott S. Garsek One Four
William W. Meadows One One
Lynn C. Perkins One One
Lloyd J. Weaver One One
To the best knowledge of management of the Corporation, during 1995 no
director, officer or ten percent (10%) beneficial shareholder of Common Stock
of the Corporation failed to file with the Securities and Exchange Commission
any required reports on Form 3, 4 or 5 regarding transactions in securities of
the Corporation.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary of Cash and Certain Other Compensation
The following table provides certain summary information concerning
compensation paid or accrued by the Corporation and its subsidiaries, to or on
behalf of the Corporation's Chief Executive Officer and each of the four
other most highly compensated executive officers of the Corporation
(determined as of the end of the last fiscal year) (hereinafter referred to
as the "named executive officers") for the fiscal years ended December 31,
1993, 1994 and 1995:
SUMMARY COMPENSATION TABLE
Annual Compensation All Other
Salary Bonus Compensation
Name and Principal Position Year ($)(1) ($)(2) ($)(3)
- ----------------------------------------------------------------------------------------
Philip E. Norwood 1995 $189,100 $25,000(4) $2,513(5)
President and Chief Executive 1994 $168,050 $30,000(4) $2,604(6)
Officer of the Corporation; 1993 $164,650 -0- $2,446(7)
Chairman of the Board
of Alta Mesa National Bank;
President and Chief Executive
Officer of Camp Bowie
National Bank
James L. Murray 1995 $157,100 $ 6,750(8) $1,404
Chairman of the Board of the 1994 $152,480 $15,000(8) $1,404
Corporation; Chairman of the 1993 $149,750 -0- $1,193
Board of Camp Bowie National
Bank
F. S. Gunn 1995 $141,600 -0- $1,404
Vice Chairman of the Board of 1994 $137,260 -0- $1,404
the Corporation; Chairman of the 1993 $134,250 -0- $ 983
Board of Summit National Bank
Jeffrey M. Harp 1995 $173,450 $40,000(9) $ 348
Chief Operating Officer, 1994 $167,950 $30,000(9) $ 348
Executive Vice President, 1993 $164,750 -0- $ 348
Secretary and Treasurer of the
Corporation; President and
Chief Executive Officer of
Summit National Bank
Bob G. Scott 1995 $104,000 $ 5,000(10) $ 900
Senior Vice President and 1994 $58,333(11) -0- $ 225
Chief Financial Officer of the 1993 N/A(11) N/A(11) N/A
Corporation
<FN>
- -------------------------------------------------------
(1) Includes salary and directors' fees, if applicable.
(2) The bonus amounts were paid pursuant to the Corporation's Performance Compensation Plan.
(See detailed discussion beginning on page 22 of this Proxy Statement under "Board Compen-
sation Committee Report on Executive Compensation"). The amounts for 1995 were in
recognition of achievements performed in 1994. The amounts for 1994 were in recognition
of achievements performed in 1993.
(3) Except as otherwise noted, "All Other Compensation" consists of premium payments with
respect to term life insurance for the benefit of the named executive officer.
(4) Consists of a bonus from the Corporation.
(5) Consists of premium payments with respect to term life insurance for the benefit of the
named executive officer in the amount of $348 and premium payments with respect to
dependent health coverage for the benefit of the named executive officer in the amount of
$2,165.
(6) Consists of premium payments with respect to term life insurance for the benefit of the
named executive officer in the amount of $342 and premium payments with respect to
dependent health coverage for the benefit of the named executive officer in the amount of
$2,262.
(7) Consists of premium payments with respect to term life insurance for the benefit of the
named executive officer in the amount of $139 and premium payments with respect to
dependent health coverage for the benefit of the named executive officer in the amount of
$2,307.
(8) Consists of a bonus from Camp Bowie National Bank.
(9) Consists of a bonus from the Corporation in the amount of $15,000 and a bonus from Summit
National Bank in the amount of $25,000 in 1995 and $7,500 from the Corporation and $22,500
from Summit National Bank in 1994.
(10) Consist of a bonus from the Corporation.
(11) Mr. Scott was employed by the Corporation as of June 1, 1994.
</FN>
OPTION EXERCISES AND HOLDINGS
The following table provides information with respect to the named
executive officers concerning the exercise of incentive stock options during
the last fiscal year and unexercised incentive stock options held as of the end
of December 31, 1995:
AGGREGATED OPTION EXERCISES
IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
FY-End(#) FY-End($)
--------------------------------------
Shares
Acquired on Value Exercisable/ Exercisable
Name Exercise(#) Realized($)(1) Unexercisable Unexercisable(2)
- --------------------------------------------------------------------------------------------------------------
Philip E. Norwood 13,200 136,950 28,800/-0-(3) 406,800/-0-
40,000/-0-(4) 400,000/-0-
James L. Murray -0- -0- 46,000/-0-(3) 649,750/-0-
12,000/-0-(4) 120,000/-0-
F.S. Gunn -0- -0- -0-/-0- -0-/-0-
-0-/-0- -0-/-0-
Jeffrey M. Harp 30,000 333,500 -0-/-0- -0-/-0-
40,000/-0-(4) 400,000/-0-
Bob G. Scott -0- -0- 8,000/12,000(5) 56,000/84,000
<FN>
- --------------------------
(1) Market value of underlying securities at exercise, minus the exercise or base price.
(2) Market value of underlying securities as of the fiscal year-end ($16.00), minus the exercise or base
price.
(3) These options are exercisable at $1.875 per share.
(4) These options are exercisable at $6.00 per share.
(5) These options are exercisable at $9.00 per share.
</FN>
PENSION PLAN
The following table shows the estimated annual pension benefits payable
to a participant in the Corporation's qualified defined benefit pension plan
(the "Pension Plan") at normal retirement age (age 65), based on a
participant's compensation that is covered under the Pension Plan, and years of
service with the Corporation and its subsidiaries:
ANNUAL BENEFITS* FOR YEARS OF CREDITED SERVICE
Remuneration 10 15 20 25 30 35
- ------------ ------- ------- ------- ------- ------- -------
$ 90,000 $12,906 $19,359 $25,812 $32,265 $38,718 $45,171
$100,000 $14,756 $22,134 $29,512 $36,890 $44,268 $51,646
$120,000 $18,456 $27,684 $36,912 $46,140 $55,368 $64,596
$130,000 $20,306 $30,459 $40,612 $50,765 $60,918 $71,071
$150,000 $24,006 $36,009 $48,012 $60,015 $72,018 $84,021
* Retirement benefits are subject to reduction for subsequent changes in
the federal social security benefit levels or taxable wage base, and are
further limited by a maximum of thirty-five (35) years of credited
service.
A participant's compensation for purposes of the formula utilized by the
Pension Plan consists of salary, bonus, and all other compensation reported in
the Summary Compensation Table, as well as certain other personal benefits
which, in the aggregate, do not exceed the minimum amounts required for
disclosure thereunder.
The Pension Plan also provides that upon a participants's termination of
employment or retirement certain benefits may be paid under the Pension Plan in
a lump sum cash payment. If a participant's benefits, determined as of the
date of termination of employment or retirement, are not more than $3,500, the
Compensation Committee may direct, without the consent of the participant or
his spouse, if any, that the benefits be paid in a lump sum cash payment in
lieu of any other Pension Plan benefits. If a participant's benefits exceed
$3,500, a lump sum payment to the participant shall require his written consent
and the written consent of his spouse, if any. Any such lump sum payment must
be approved by the Compensation Committee.
Annual compensation covered under the Pension Plan and credited years of
service as of December 31, 1995 for the named executive officers are as
follows: Philip E. Norwood, $150,000 (15 years); James L. Murray, $150,000 (21
years); F. S. Gunn, $141,600 (21 years); Jeffrey M. Harp, $150,000 (11 years)
and Bob G. Scott, $104,000 (1 year).
MANAGEMENT SECURITY PLAN
Effective September 1, 1992 the Board adopted the Management Security
Plan of Summit Bancshares, Inc. (the "Security Plan"). The purpose of the
Security Plan is to provide specified benefits to a select group of management
and highly compensated employees who contribute materially to the continued
growth, development and future business success of the Corporation and the
Subsidiary Banks. The Security Plan, and the individual agreements established
thereunder (each a "Security Plan Agreement"), are intended to be administered
by the Compensation Committee as unfunded welfare benefit plans established and
maintained for the participants.
Under the Security Plan, if a participant remains an employee until his
or her normal retirement date, the Corporation shall pay to the participant a
retirement benefit in the amount specified in the participant's Security Plan
Agreement (the "Retirement Benefit"). Payment of the Retirement Benefit under
the Security Plan shall begin on the normal retirement date and will continue
for one hundred eighty (180) months. If a participant continues employment
beyond his or her normal retirement date, the Compensation Committee shall
specify the amount of the Retirement Benefit due to the participant, which
shall not be less than the Retirement Benefit such participant would otherwise
have received had the participant retired at normal retirement age.
Under the Security Plan, if a participant dies prior to attaining normal
retirement age and the Security Plan is in effect at that time, the Corporation
will pay a death benefit to such participant's beneficiary, provided the
participant was not retired, disabled or on an authorized leave of absence at
the time of death (the "Death Benefit").
The Death Benefit is a sum equal to one hundred percent (100%) of the
participant's covered salary, an amount specified in the Security Plan
Agreement, paid monthly for the first twelve (12) months after death, and fifty
percent (50%) of the covered salary for the next one hundred eight (108)
months. The payments commence on the first day of the month following the date
of death.
If a participant dies after retirement but before the applicable
Retirement Benefit is paid in full, the unpaid Retirement Benefit payments to
which that participant is entitled shall continue and be paid to the
participant's beneficiary. No Death Benefit will be paid to the beneficiary of
a participant who dies after attaining normal retirement age.
A participant who ceases to be an employee after enrollment in the
Security Plan, unless such termination is for just cause (defined in the
Security Plan as theft, fraud, embezzlement or willful misconduct causing
significant property damage to the Corporation or personal injury to another
employee), and has less than five (5) years of employment from date of
enrollment in the Security Plan shall receive the Retirement Benefit provided
in the Security Plan upon the earlier of the participant's death or attainment
of normal retirement age (the "Deferred Termination Benefit"). Should a
participant be terminated for just cause or not remain employed at least five
(5) years from enrollment in the Security Plan, the participant will not be
eligible for benefits. Mr. Murray and Mr. Gunn because of their long tenure
with the Corporation are not required to comply with the five (5) year
employment requirement.
A Security Plan Agreement may be terminated by the participant upon
written notice not less than thirty (30) days prior to an anniversary date of
the date of execution of the Participant's Security Plan Agreement. In such
case a participant's entitlement to receive the Death Benefit will cease, but
the participant will still be entitled to receive the Deferred Termination
Benefit. The Security Plan may be terminated by the Corporation at any time
provided thirty (30) days notice is given to the participant and provided no
payment of benefits has been commenced and not completed.
In the event the Corporation undergoes a change of control, as defined in
the Security Plan, and the surviving corporation takes action to terminate the
Security Plan or a specific Security Plan Agreement as a result of the change
in control, the participant will, nevertheless, be entitled to receive the
Retirement Benefit, the Death Benefit, and the Deferred Termination Benefit as
described in the Security Plan.
The Corporation has entered into Security Plan Agreements with the following
individuals:
Death Benefits Retirement
Date of -------------- Benefit
Participant Agreement Year 1 Years 2-10 Years 1-15
- ----------- --------- ------ ---------- ----------
(per year) (per year)
James L. Murray Sept. 1, 1992$118,000 $59,000 $48,000
Chairman of the Board
of the Corporation
F.S. Gunn Sept. 1, 1992 118,000 59,000 48,000
Vice Chairman of the
Board of the Corporation
Philip E. Norwood Jan. 1, 1995 155,500 77,500 48,000
President & Chief Executive
Officer of the Corporation
Jeffrey M. Harp Jan. 1, 1995 155,000 77,500 48,000
Chief Operating Officer,
Executive Vice President,
and Secretary and Treasurer
of the Corporation
Bob G. Scott Sept. 1, 1995 104,000 52,000 24,000
Senior Vice President &
Chief Financial Officer of
the Corporation
Don R. Waters July 1, 1995 120,000 60,000 48,000
President of Northeast
Branch of Summit National
Bank
Amounts payable under the Security Plan shall be paid exclusively from the
general assets of the employer. However, under the Security Plan, the
Corporation may invest in any specific asset or fund in order to provide the
means for the payment of any benefits under the Security Plan. Security Plan
participants will have no interest whatsoever in any such fund or asset. The
Corporation has purchased life insurance policies insuring the lives of the
individual participants with the Corporation as owner, premium payor and
beneficiary of each policy, in order to indemnify itself against the liability
for the payment of any benefits under the Security Plan. The face or policy
value of these policies are as follows:
Policy
Participant Amount
----------- ---------
James L. Murray $ 700,311
F.S. Gunn 649,591
Philip E. Norwood 680,047
Jeffrey M. Harp 768,067
Bob G. Scott 618,637
Don R. Waters 598,655
BOARD COMPENSATION AND BENEFITS COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Notwithstanding anything to the contrary set forth in any of the
Corporation's previous filings under the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended, that might incorporate future
filings, including this Proxy Statement, in whole or in part, the following
report and the Performance Graph shall not be incorporated by reference into
any such filings.
The Compensation and Benefits Committee (the "Committee") is comprised of
the following four non-employee members of the Board: Elliott S. Garsek
(Chairman), Robert E. Bolen, Joe L. Bussey, M.D. and Byron B. Searcy. Among
other duties, the Committee makes recommendations to the Board with regard to
the remuneration of the executive officers and directors of the Corporation and
the Subsidiary Banks.
Compensation Philosophy. The Corporation's executive compensation policy
incorporates the fundamental principle that executive compensation should be
linked directly to corporate performance and increases in shareholder value,
while concurrently ensuring that key employees are motivated and retained. The
following objectives set forth the Committee's general guidelines for
compensation decisions:
- The Corporation must provide a competitive total compensation
package that enables the Corporation to attract and retain key
executives.
- All of the Corporation's compensation programs must be integrated
with the Corporation's annual and long-term business objectives so
that executives remain focused on the fulfillment of these
objectives.
- The Corporation's compensation package must include a variable
component that directly links compensation with the overall
performance of the Corporation, thereby expressly aligning
executive compensation with the interest of shareholders.
Elements of Executive Compensation. The Committee regularly reviews the
Corporation's compensation programs to ensure that remuneration levels and
incentive opportunities are competitive and reflect performance. The various
components of the compensation programs for executive officers are discussed
below.
(i) Base Salary. Base salary levels are largely determined through
comparison with banking organizations of a size similar to the Corporation's.
Surveys are utilized to establish base salaries that are within the range of
those persons holding positions of comparable responsibility at other banking
organization of a size and complexity similar to the Corporation. Actual base
salaries also are intended to reflect individual performance contributions as
determined through performance evaluations. In addition to individual job
performance and the above-referenced market comparisons, other factors may be
taken into consideration, such as cost of living increases as well as an
individual's perceived potential with the Corporation. All executive officer
base salary levels, which are reviewed annually, are considered by the
Committee to be competitive within a necessary and reasonable range.
(ii) Performance Compensation Plan. In 1995 the Board approved a
Performance Compensation Plan (the "Plan") for use within the Corporation and
its subsidiaries. The Plan is administered by the Committee. The objective of
this Plan is to create competitive levels of compensation tied directly to the
attainment of performance objective which the Committee believes are important
for achieving long-term shareholder value. The Plan rewards all employees
based on the attainment of certain performance goals of the Corporation and its
individual subsidiaries. The executive officers of the Corporation are
eligible to participate at the same level as all employees in relationship to
their respective base salaries. In addition, the executive officers through a
related program earn additional compensation for achievement of those goals.
The Committee annually determines the executive officers eligible to
participate in the supplemental program of the Plan and the potential awards to
be made for various levels of achievement under the Plan. The performance
goals effective for 1995 included specific goals for growth, profits, asset
quality and operational productivity. In 1995, Philip E. Norwood, Jeffrey M.
Harp and Bob G. Scott participated in the supplemental program for executive
officers.
All awards under the Plan are contingent on the Corporation and the
subsidiaries attaining certain basic financial objectives such as return on
assets and return on equity. For the most senior executives a portion of each
years annual reward is deferred and held by the Corporation for payment at a
later date. Under the Plan deferral periods range from two to six years. The
accumulated deferred payments may be reduced because of less than satisfactory
performance in any one year.
(iii) Stock Options. In 1993 the Board adopted the 1993 Incentive Stock
Option Plan of Summit Bancshares, Inc. (the "Stock Plan"). The Stock Plan was
ratified by the shareholders of the Corporation at the 1993 annual meeting. It
is the Corporation's philosophy that awarding incentive stock options to
officers of the Corporation and the Subsidiary Banks based upon their
respective positions and contributions to the Corporation's and each Subsidiary
Bank's overall success will help attract and retain high quality, results-
oriented professionals committed to creating long term shareholder value. The
activity for 1995 of this Stock Plan can be found in Footnote 11 to the
Financial Statements in the Annual Report to Shareholders.
(iv) Management Security Plan. Certain executive officers of the
Corporation and its Subsidiary Banks participate in a Management Security Plan
that was approved by the Board of Directors of the Corporation in 1992 and is
administered by the Committee. This plan is more fully described in this proxy
statement on page 8.
Through the programs described above, a significant portion of the
Corporation's executive compensation program is linked directly to individual
and corporate performance and long-term shareholder return. The Committee will
continue to review all elements of executive compensation to ensure that the
total compensation program, and each element therein, meets the Corporation's
objectives and philosophy, as discussed above.
1995 COMPENSATION OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER
Mr. Norwood serves as the president and chief executive officer of the
Corporation, as the Chairman of the Board of Alta Mesa National Bank and as the
president and chief executive officer of Camp Bowie National Bank. Mr.
Norwood's 1995 base salary was established by the Board of the Corporation
based on the mid-point range determined by survey of peer group institutions
and recommended to the Board by the Committee, which is targeted to be in the
50th percentile of the Corporation's peer group. Mr. Norwood participates in
the Performance Compensation Plan at the all employee level and the executive
officer level. In 1995 he earned an award of $32,827 of which 54% was from the
supplemental executive program. Also 20% of the earned award is deferred for a
period of two years. The award, net of the deferral and appropriate taxes was
paid in 1996. In future years the amount of deferral will increase until 60%
is deferred annually. This performance award represents 19% of Mr. Norwood's
1995 base salary. No stock options were granted to Mr. Norwood in 1995.
In April 1993 the Committee granted options to the executive officers of
the Corporation and the Subsidiary Banks under the Stock Plan. At that time
Mr. Norwood was granted an option to purchase 40,000 shares at a price of $6.00
per share. These options vested rateably in 1993, 1994 and 1995 and are now
fully vested. The Committee based its decision on the Corporation's improved
performance, including net income, return on assets, reduction in classified
and non-performing assets and improved expense control.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Elliott S. Garsek served as Chairman of the Committee during 1995. Mr.
Garsek is a shareholder of Barlow & Garsek, a Professional Corporation. During
1995 the Corporation, Camp Bowie National Bank and Alta Mesa National Bank
retained Barlow & Garsek to perform legal services on behalf of each.
THE COMPENSATION AND BENEFITS
COMMITTEE OF THE BOARD
OF DIRECTORS
Elliott S. Garsek, Chairman
Robert E. Bolen
Joe L. Bussey, M.D.
Byron B. Searcy
Performance Graph
The following graph compares the cumulative total stockholder return on
the Common Stock of the Corporation with that of the CRSP Total Return Index
for The Nasdaq Stock Market (US) Index, a broad market index published by the
Center for Research in Security Prices at the University of Chicago, and the
NASDAQ Bank Stocks Index, a bank industry stock index also published by the
Center for Research in Security Prices at the University of Chicago. The
comparison for each of the periods assumes that $100 was invested on
December 31, 1989 in each of the Common Stock of the Corporation, the stocks
included in the CRSP Total Return Index for The NASDAQ Stock Market (US) Index
and the NASDAQ Bank Stocks Index. These indexes, which reflect formulas for
dividend reinvestment and weighing of individual stocks, do not necessarily
reflect returns that could be achieved by individual investors.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG THE CORPORATION, THE CRSP TOTAL RETURN INDEX
FOR THE NASDAQ STOCK MARKET (US) INDEX,
AND THE NASDAQ BANK STOCKS INDEX
(Linear Graph Plotted from Points in Table Below)
1990 1991 1992 1993 1994 1995
Corporation $100.00 $93.75 $137.50 $470.71 $524.03 $838.06
Total Return $100.00 $162.28 $186.87 $214.51 $209.69 $296.30
Bank Stocks $100.00 $164.09 $238.85 $272.40 $271.41 $404.35
CERTAIN TRANSACTIONS
Loans
Certain of the officers, directors and principal shareholders (and their
affiliates) of the Corporation and the Subsidiary Banks have deposit accounts
and other transactions with the Subsidiary Banks, including loans in the
ordinary course of business. All loans or other extensions of credit made by
the Subsidiary Banks to officers, directors and principal shareholders of the
Corporation and the Subsidiary Banks, and to affiliates of such persons, were
made in the ordinary course of business on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with independent third parties and did not involve more
than the normal risks of collectibility or present other unfavorable features.
The Subsidiary Banks expect to continue to enter into such transactions in
the ordinary course of business on similar terms with officers, directors and
principal shareholders (and their affiliates) of the Corporation and the
Subsidiary Banks.
Other Transactions
During the year ended 1994 the Corporation, Camp Bowie National Bank and
Alta Mesa National Bank retained Barlow & Garsek, a Professional Corporation,
to perform legal services on behalf of each. Elliott S. Garsek, a director of
the Corporation, is a shareholder of Barlow & Garsek.
DATE OF RECEIPT OF SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the next Annual Meeting
of Shareholders must be received by the Corporation at its principal executive
offices not later than December 3, 1996 for inclusion in the Corporation's
Proxy Statement and accompanying proxy relating to the next Annual Meeting of
Shareholders. It is anticipated that the next Annual Meeting of Shareholders
will be held on April 15, 1997.
ANNUAL REPORTS
Form 10-K. A copy of the Corporation's 1995 Annual Report on Form 10-K, in-
cluding the financial statements and schedules thereto, required to be filed
with the Securities and Exchange Commission, may be obtained without charge
(except for exhibits to such Annual Report, which will be furnished upon
payment of the Corporation's reasonable expenses in furnishing such exhibits)
by any shareholder whose proxy is solicited upon written request to:
Summit Bancshares, Inc.
P.O. Box 2665
Fort Worth, Texas 76113
Attention: Mr. Bob G. Scott
1995 Annual Report to Shareholders. The Annual Report to Shareholders
of the Corporation for the Fiscal Year ended December 31, 1995, is enclosed
herewith. The Annual Report, which includes audited financial statements, does
not form any part of the material for the solicitation of Proxies.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Philip E. Norwood
-----------------------------------------
Philip E. Norwood, President
Fort Worth, Texas
March 15, 1996
SUMMIT BANCSHARES, INC.
Proxy Solicited on Behalf of the Board of Directors of the Corporation
For Annual Meeting of Shareholders
April 16, 1995
The undersigned hereby constitutes and appoints James L. Murray, F.S.
Gunn and Jeffrey M. Harp, and each of them, proxies with full power of substi-
tution to vote, as directed below, all the shares of Common Stock of Summit
Bancshares, Inc. (the "Corporation") held of record by the undersigned at the
close of business on March 13, 1996, at the Annual Meeting of Shareholders to
be held at Summit National Bank, 1300 Summit Avenue, Fort Worth, Texas, at
4:30 p.m. on April 16, 1996, and at any adjournment or adjournments thereof.
1. ELECTION OF DIRECTORS - Nominees: Robert E. Bolen, Joe L. Bussey,
M.D., Elliott S. Garsek, Ronald J. Goldman, F.S. Gunn, Jeffrey M.
Harp, William W. Meadows, Edward P. Munson, James L. Murray, Philip
E. Norwood, Lynn C. Perkins, M.D., Byron B. Searcy and Lloyd J. Weaver
MARK ONLY ONE BOX [] VOTE FOR all nominees listed
above, except vote to be
withheld from the following
nominees, if any:
[] VOTE TO BE WITHHELD from all nominees
2. APPROVAL OF APPOINTMENT OF INDEPENDENT AUDITORS. Proposal to
approve the appointment of Stovall, Grandey & Whatley as
independent auditors of the Corporation for the fiscal year
ending December 31, 1996, as described in PROPOSAL NO. 2 of the
Proxy Statement dated March 15, 1996.
FOR ____ AGAINST ____ ABSTAIN ____
3. OTHER BUSINESS. In their discretion upon such other business as
may properly come before the meeting, or any adjournment or
adjournments thereof.
FOR ____ AGAINST ____ ABSTAIN ____
THIS PROXY, WHEN PROPERLY EXECUTED AND RETURNED, WILL BE VOTED AS
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED "FOR" ALL THE NOMINEES LISTED ABOVE,
"FOR" PROPOSAL NO. 2, AND, IN THE DISCRETION OF THE PERSON DESIGNATED
HEREIN AS PROXIES, UPON SUCH OTHER BUSINESS AS MAY COME BEFORE THE
MEETING AND ANY ADJOURNMENT OR ADJOURNMENTS THEREOF. The undersigned
hereby revokes any proxy or proxies heretofore given and hereby confirms
all that said attorneys and proxies, or any of the, or their
substitutes may do by virtue hereof. In addition, receipt of the 1995
Annual Report, the Notice of Annual Meeting and the Proxy Statement of
Summit Bancshares, Inc. dated March 15, 1996, is hereby acknowledged.
SHARES OF COMMON STOCK:____________ DATED: _____________________,
1996.
_______________________________________
_______________________________________
_______________________________________
Signature of Shareholder(s)
_______________________________________
Street Address
_______________________________________
City State Zip Code
Please date this proxy and sign your name
exactly as it appears hereon, and mail today.
Where there is more than one owner, each
should sign. When signing as an attorney,
administrator, executor, guardian, or
trustee, please add your title as such.
If executed by a corporation, this proxy
should be signed by a duly authorized officer.
NOTE: I _____ WILL _____ WILL NOT ATTEND THE SHAREHOLDERS MEETING ON APRIL 16,
1996.