================================================================================
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Civic BanCorp
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] No fee required.
[_] 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:
-------------------------------------------------------------------------
Notes:
[CIVIC BANCORP LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 4, 2000
To the Shareholders of Civic BanCorp:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Civic
BanCorp will be held at 2101 Webster Street, 1st Floor, Oakland, California on
May 4, 2000 at 4:00 p.m., for the following purposes:
1. Electing directors to serve for ensuing year.
2. Approving the adoption of the 2000 Employee Stock Option Plan.
3. Ratification of the Board of Directors' selection of KPMG LLP as
independent accountants for the year 2000 and
4. Transacting such other business as may properly come before the meeting
or any adjournment thereof.
The close of business on March 7, 2000 has been fixed as the record date for
the determination of shareholders entitled to notice of and to vote at the
meeting or any adjournment thereof.
Whether or not you plan to attend the meeting, you may vote by completing,
signing and returning the enclosed proxy card promptly. Your proxy card may be
revoked at any time prior to the time it is voted.
By Order of the Board of Directors
Herbert C. Foster
President and Chief Executive
Officer
April 3, 2000
(Approximately mailing date of proxy materials)
Place and Time of Annual Meeting
2101 Webster Street, 1st Floor
Oakland, California 94612
4:00 p.m.
PROXY STATEMENT
OF
CIVIC BANCORP
2101 Webster Street
Oakland, California 94612
Annual Meeting of Shareholders
May 4, 2000
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Civic BanCorp (the "Company"), a
California corporation, for use at the Annual Meeting of Shareholders to be
held on May 4, 2000 at 4:00 p.m. at 2101 Webster Street, 1st floor, Oakland,
California, and any adjournment thereof. These proxy materials were mailed to
shareholders on or about April 3, 2000.
PURPOSE OF THE MEETING
The meeting is to be held for the purpose of:
1. Electing fifteen (15) directors (the entire Board of Directors).
2. Approving the adoption of the 2000 Employee Stock Option Plan.
3. Ratifying the selection of KPMG LLP as independent public accountants
for the year 2000.
4. Acting upon such other business as may properly come before the meeting
or any adjournment thereof.
GENERAL PROXY STATEMENT INFORMATION
Revocability of Proxies
Any shareholder giving the enclosed proxy has the right to revoke it at any
time before it is exercised by filing with the Company's Secretary, Amy
Haggerty, a written notice of revocation or by presenting at the meeting a
duly executed proxy bearing a later date. A shareholder may also revoke the
proxy by attending the meeting and electing to vote in person before any vote
is taken.
Solicitation of Proxies
This proxy solicitation is made by the Board of Directors of the Company and
the cost of the solicitation is being borne by the Company. Solicitation is
being made by this Proxy Statement and may also be made by employees of the
Company who may communicate with shareholders or their representatives in
person, by telephone or by additional mailings in connection with proxies,
although no employee will be specifically engaged for that purpose.
Outstanding Securities and Voting Rights
As of March 7, 2000, the Company had 4,682,889 shares of common stock, no
par value, issued and outstanding, held by approximately 1,200 shareholders.
Only those shareholders of record of the Company's common stock as of the
record date, March 7, 2000 will be entitled to notice of and to vote in person
or by proxy at the meeting or any adjournment thereof, unless a new record
date is set for an adjourned meeting.
1
Each share of common stock is entitled to one vote at the annual meeting,
except with respect to the election of directors. In elections for directors,
California law provides that a shareholder, or his or her proxy, may cumulate
votes; that is, each shareholder has a number of votes equal to the number of
shares owned, multiplied by the number of directors to be elected, and the
shareholder may cumulate such votes for a single candidate, or distribute such
votes among as many candidates as he or she deems appropriate. However, a
shareholder may cumulate votes only for a candidate or candidates whose names
have been properly placed in nomination prior to the voting, and only if the
shareholder has given notice at the meeting, prior to the voting, of his or
her intention to cumulate votes for the candidates in nomination. The proxy
holders are given, under the terms of the proxy, discretionary authority to
cumulate votes represented by shares for which they are named proxy.
In the election of directors, the fifteen (15) candidates receiving the
highest number of votes will be elected. The approval of Proposal Two to adopt
the Company's 2000 Employee Stock Option Plan requires the affirmative vote of
holders of a majority of the shares of Civic BanCorp's common stock
represented and voted at the meeting. The affirmative votes must also
constitute a majority of the required quorum. Ratification of the selection of
KPMG LLP as independent public accountants requires the affirmative vote of a
majority of the issued and outstanding shares of common stock represented at
the meeting. Broker non-votes, (i.e. shares held by brokers or nominees which
are represented at the meeting but with respect to which the broker or nominee
is not authorized to vote on a particular proposal), are counted as present
for determining whether a quorum is present. In determining whether a proposal
has received the requisite number of affirmative votes, abstentions will have
the effect of a negative vote and broker nonvotes will be disregarded and have
no effect on the outcome of the vote.
If the enclosed proxy is completed in the appropriate spaces, signed, dated
and returned, the proxy will be voted as specified in the proxy. If no
specification is made, it will be voted FOR the election of directors
nominated by management, FOR the approval of the 2000 Employee Stock Option
Plan, FOR ratification of KPMG LLP as independent public accountants, and will
be voted on such other matters as may come before the meeting at the
discretion of the proxy holders.
Management of the Company is not aware of any other matters to come before
the meeting, and recommends that the shareholders vote FOR the election of the
directors nominated by management, FOR the 2000 Employee Stock Option Plan and
FOR ratification of KPMG LLP as independent public accountants.
Principal Shareholders
No persons are known to management to have, directly or indirectly, more
than 5% of the Company's issued and outstanding shares of common stock as of
March 7, 2000 other than as follows:
Amount of Percent of
Name and address of beneficial owner beneficial ownership class
------------------------------------ -------------------- ----------
C. Donald Carr............................... 1,168,284 25.0%
1001 Dry Creek Road
Napa, CA 94558
Paul R. Handlery............................. 387,178 8.3%
C/O Handlery Hotels
180 Geary Street
San Francisco, CA 94108
Dimensional Fund Advisors, Inc............... 250,002 5.3%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
2
Proposals of Shareholders
Under certain circumstances, shareholders are entitled to present proposals
at shareholders' meetings, provided that the proposal is submitted in a timely
manner and in a form that complies with applicable regulations. For any such
shareholder proposal to be included in the proxy statement to be prepared for
next year's annual meeting, the shareholder must submit the proposal prior to
December 4, 2000 in a form that complies with applicable regulations.
Submission of a proposal does not guarantee its inclusion in a proxy statement
or its presentation at a shareholder meeting. Shareholder proposals are
subject to regulation under Federal securities laws.
Compliance With Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of
a registered class of the Company's equity securities, to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of common stock and other equity securities of the
Company. Officers, directors and greater than ten percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the year ended December 31, 1999 all Section
16(a) filing requirements applicable to its officers, directors and greater
than ten percent beneficial owners were complied with.
1. PROPOSAL ONE
ELECTION OF DIRECTORS
The Bylaws of the Company provide that the number of directors shall be not
less than eleven (11) nor more than twenty (20). By resolution the Board of
Directors has fixed the number of directors at fifteen (15).
Nominees to the Board of Directors
The procedure governing nominations for election to the Board of Directors
is set forth in Sections 3.19 and 3.20 of the Bylaws, which provide as
follows:
Section 3.19. NOMINATIONS FOR ELECTION OF DIRECTORS. Nominations for
election of members of the Board of Directors may be made by the Board of
Directors (or the nominating committee of the Board of Directors) or by any
holder of any outstanding class of capital stock of the corporation
entitled to vote for the election of Directors. Notice of Intention to make
any nominations (other than by the Board of Directors or its nominating
committee) must be made in writing and be delivered or mailed to the
President of the corporation by the later of the close of business: (i) 90
days prior to any meeting of shareholders at which Directors will be
elected or (ii) in case of an annual meeting of shareholders, not later
than 90 days before the anniversary of the previous year's annual meeting.
Such notification must contain the following information to the extent
known to the notifying shareholder: (a) the name and address of each
proposed nominee; (b) the principal occupation of each proposed nominee;
(c) the number of shares of capital stock of the corporation owned by each
proposed nominee; (d) the name and residence address (or business address,
if the notifying shareholder is not a natural person) of the notifying
shareholder; (e) the number of shares of capital stock of the corporation
owned by the notifying shareholder; (f) the number of shares of capital
stock of any bank, bank holding company, savings and loan association or
other depository institution owned beneficially by the nominees and by the
notifying shareholder and the identities and locations of any such
institutions; (g) whether the proposed nominee has ever been convicted of
or pleaded nolo contendere to any criminal offense involving dishonesty or
breach of trust, filed a petition in bankruptcy or been adjudged bankrupt;
and (h) a statement regarding the nominee's compliance with
3
Article Three, Section 3.20 of these Bylaws. The notification shall be
signed by the nominating shareholder and by each nominee, and shall be
accompanied by a written consent to such nomination from each proposed
nominee. Nominations not made in accordance with these procedures shall be
disregarded by the Chairman of the meeting, and upon his instructions, the
inspectors of the election shall disregard all votes cast for each such
nominee. The foregoing requirements do not apply to the nomination of a
person to replace a proposed nominee who has become unable to serve as a
Director between the last day for giving notice in accordance with this
paragraph and the date of election of Directors if the procedure called for
in this paragraph was followed with respect to the nomination of the
proposed nominee. A copy of Article Three, Section 3.19 of these Bylaws
will be provided to any shareholder upon receipt of a written request
thereof, addressed to the President of the corporation.
Section 3.20. QUALIFICATIONS OF DIRECTORS. No person shall be a member of
the Board of Directors (a) who is a director, officer, employee, agent,
nominee, attorney or other representative for any other financial
institution, lender or bank holding company, or affiliate or subsidiary
thereof, engaged in business or that proposes to engage in business,
directly or through any parent company, subsidiary or affiliate, in
California or Nevada, or (b) who has, or has been or is the nominee of
anyone who has, any contract, arrangement or understanding with any other
financial institution, lender or bank holding company, or affiliate or
subsidiary thereof, engaged in business or that proposes to engage in
business, directly or through any parent company, subsidiary or affiliate,
in California or Nevada, or with any officer, director, employee, agent,
nominee, attorney or other representative thereof, pursuant to which he or
she will disclose or in any way utilize information obtained as a director
for purposes other than for the benefit of this corporation or that he or
she will, directly or indirectly, attempt to effect or encourage any action
of this corporation for the benefit of any person or entity other than this
corporation, or (c) who has not owned at least $1,000 fair market value of
the corporation's Common Stock for at least 90 days prior to the date of
his or her election as a director.
Subparagraph (c) shall not apply to an individual hired by the
corporation's Board of Directors to be President and Chief Executive
Officer of this corporation until such time as that individual has been
employed by the corporation for a period of two years.
The Board of Directors of this corporation or a committee thereof, shall
make the determination whether any person who seeks to become a director
complies with the provisions of this Section 3.20.
Each of management's nominees to the Board of Directors of the Company has
served as a director of the Company and its subsidiary CivicBank of Commerce
(Bank") since 1984 except Herbert C. Foster, who was appointed in March, 1993,
Wayne S. Doiguchi who was appointed in May, 1998, John E. Lindstedt, who was
appointed in 1999 and Arnold G Grisham, Gordon Gravelle and Craig Anderson who
are being nominated for the first time. If appointed, the election of Mr.
Gravelle will become effective on June 2, 2000 when the required holding
period for ownership of Civic BanCorp stock is satisfied, as stated in section
3.2 of the Bylaws. Mssrs Anderson and Grisham have satisfied the holding
period requirements.
The 15 persons named below will be nominated for election as directors to
serve until the next Annual Meeting and until their successors are duly
elected and qualified. Votes by the Company's proxy holders will be cast in
such a way as to effect the election of all nominees or as many as possible
under the rules of cumulative voting. If any nominee should become unable or
unwilling to serve as a director, the proxies will be voted for such
substitute nominees as shall be designated by the Board of Directors. The
Board presently has no knowledge that any of the nominees will be unable or
unwilling to serve. There are no family relationships among any of the
nominees for director or any of the executive officers of the Company.
4
The following list of directors provides information with respect to each
person nominated and recommended to be elected by the current Board of
Directors of the Company. Reference is made to the section "Security Ownership
of Management" for information pertaining to stock ownership of the nominees.
Director
Name Age Since Business Experience During Past Five Years
---- --- -------- -------------------------------------------
David L. Cutter 71 1984 Former chairman of Cutter Laboratories,
Inc.; director of CHAD Therapeutics, Inc.;
member of American Institute of Certified
Public Accountants.
Edward G. Mein 70 1984 Owner of Mein Investment Co., a real estate
management, development and lending
company.
Edward G. Roach 61 1984 President of ER Development, a real estate
development firm.
James C. Johnson 66 1984 Chairman of JAE Properties, Inc., a real
estate broker, property manager, developer
and syndicator.
Dale D. Reed 68 1984 Chairman and chief executive officer of
Buran & Reed, Inc., a diversified
investment company; vice chairman of the
San Leandro Planning Commission, and a past
president and current trustee of the San
Leandro Scholarship Foundation; director of
Goodwill Industries of East Bay; chairman
of the San Leandro Industrial & Technology
Roundtable.
Barclay Simpson 78 1984 Chairman of Simpson Manufacturing Co.,
Inc., a manufacturer of construction
products; owner of Barclay Simpson Fine
Arts Gallery in Lafayette; director of
Calendar-Robinson Insurance Co. San
Francisco; former director and president of
the Bay Area Rapid Transit District (BART);
trustee of the California College of Arts
and Crafts and the University Art Museum,
Berkeley.
C. Donald Carr 68 1984 Chairman of the Company since July, 1995;
owner of The Carr Company, a real estate
brokerage and development business.
Herbert C. Foster 60 1993 President and chief executive officer of
the Company and Chairman and Chief
Executive Officer of the Bank since March,
1993; president and chief executive officer
of Pacific Bay Bank, San Pablo, CA during
1992 and president of University National
Bank & Trust Company, Palo Alto, CA from
1983 to 1991.
John W. Glenn 71 1984 Founder, consultant, and retired CEO of
John Glenn Adjusters and Administrators,
Inc.; former director and president of San
Francisco Bay Area Rapid Transit District
(BART); member President's Council,
Southeast Missouri State University; past
president of East Bay Claims Association;
past president of California Association of
Independent Insurance Adjusters.
Paul C. Kepler 56 1984 President of The Kepler Co., a private
investment firm; former chief executive
officer of LINC Capital Corporation, an
equipment leasing and real estate financing
company from 1986 to 1993; owner of the
Seascape Sports Club; director of the
United States Tennis Association (USTA)--
Northern California Section.
5
Director
Name Age Since Business Experience During Past Five Years
---- --- -------- ------------------------------------------
Wayne S. Doiguchi 50 1998 President and CEO of Park Investment
Company, a venture capital company since
1993; president of Japanese American
Chamber of Commerce; Board of Trustees,
Yu-Ai-Kai, Community Senior Service;
director, Community Youth Service;
director San Jose Sports Authority.
John E. Lindstedt 65 1999 President of the Bank from February, 1994
through January 1999; formerly with Wells
Fargo Bank, N.A., San Francisco since
1965; executive vice president in capacity
of senior lending officer of Corporate
Banking Group from 1988 to 1994.
Gordon Gravelle 48 (nominee) Director of East County Bank from 1986
through March, 2000. Owns and operates
Suncrest Homes a real estate development
company; trustee of Sutter Delta Medical
Center.
Craig Anderson 48 (nominee) Director of East County Bank from 1998
through February 2000. Mr. Anderson is a
partner in the law firm of Anderson &
Bonnifield in Concord. He is also the
chairman of the Board of Corey Delta
Construction and the owner of Trans
Pacific Golf, Inc.
Arnold T. Grisham 53 (nominee) President of the Bank from January 1999,
formerly with Wells Fargo Bank N.A. San
Francisco since 1981 in the capacity of an
executive vice president and division
manager, National Financial Services.
The enclosed proxy will be voted in favor of the election of the above-named
nominees as directors, unless authority to vote for directors is withheld. If
any of the nominees should be unable or decline to serve, which is not
anticipated, discretionary authority is reserved for the proxy holders to vote
for a substitute, to be designated by the present Board of Directors. In the
event that additional persons are nominated as directors, the proxy holders
intend to vote all the proxies received by them in such manner in accordance
with cumulative voting as will assure the election of as many of the nominees
listed above as possible and, in that event, the specific nominees to be voted
for will be determined by the proxy holders in their sole discretion.
Certain Committees of the Board of Directors
The Board of Directors of the Company has an Audit Committee, composed of
John W. Glenn (Chairman), David L. Cutter, Paul R. Handlery and James C.
Johnson. The Audit Committee met seven times in 1999 for the purpose of
reviewing overall operations of the Company. As part of its duties, the Audit
Committee examines the results of the financial statements and reports
prepared by the Company's independent auditors and makes recommendations
thereon to the Board of Directors.
The Board of Directors of the Company has a Strategic Options Committee
whose members in 1999 were Edward G. Roach (Chairman), C. Donald Carr, Wayne
S. Doiguchi and Barclay Simpson. The Strategic Options Committee met four
times in 1999 to consider strategic alternatives available to the Company.
The Board of Directors of the Company has a Personnel Committee whose
members in 1999 were Barclay Simpson (Chairman), David L. Cutter, James C.
Johnson, and Paul C. Kepler. The Personnel Committee met seven times in 1999
to consider the hiring and compensation of officers and employees of the
Company and the Bank. The Personnel Committee acted as Stock Option Committee
under the Stock Option Plan and in this capacity granted stock options under
the Stock Option Plan to officers and other employees. The Personnel Committee
also functions as the compensation committee and as the nominating committee
in connection with the election of directors. The Personnel Committee will
consider nominees recommended by shareholders if such recommendations are
accompanied by complete biographical and financial statements of the nominee
in such form as the Personnel Committee shall require and, for a
recommendation made in connection with an annual meeting of shareholders, the
recommendation is submitted by November 30 of the preceding year.
6
The Board of Directors of the Bank has an Audit Committee and Personnel
Committee. These committees consist of the same members as indicated above for
the Company and met the same number of times. Each committee had duties at the
Bank level similar to those for committees of the Company.
In addition, the Board of Directors of the Bank has a Directors' Loan
Committee composed of Dale D. Reed (Chairman), C. Donald Carr, Herbert C.
Foster, Paul R. Handlery, Edward G. Mein, Paul C. Kepler and Edward G. Roach.
This committee met twenty-four times in 1999. The function of the Directors'
Loan Committee is to review certain loans and recommend ratification, when
appropriate, to the Board of Directors, and in certain cases to review and
approve or disapprove loan applications when the amount requested is above
certain thresholds or the applicant is affiliated with the Company or the
Bank. The members of the Directors' Loan Committee also serve as the members
of the Risk Management Committee. The Risk Management Committee met twelve
times in 1998 and is responsible for monitoring the Bank's investment
activities and the overall interest rate risk profile.
Neither the Company nor the Bank has a separate compensation committee or
nominating committee; the Personnel Committee of each serves these functions.
Meetings of the Board of Directors
The Board of Directors of the Bank met in 1999 in regular meetings for a
total of nine meetings. The Board of Directors of the Company held nine
regular meetings during 1999. No nominee for director, while serving as a
director of the Bank and the Company during 1999, attended fewer than 75% of
the total number of meetings of the Board and of the committees of which he
was a member.
Director Fees
In 1999 the Bank paid fees to non-employee directors for their services as
directors. The payment schedule provides for non-employee directors to be paid
a quarterly retainer of $2,500 with the Chairman to receive $3,000 per
quarter. Additionally, $3,000 per year will be paid to each director if the
Company achieves the business plan and such amounts were paid to the Directors
for 1999 and 1998. Chairmen of the Audit, Loan and Personnel Committees were
paid an additional $350 per committee meeting attended. Committee members were
paid $250 per meeting attended. Directors who were executive officers were not
paid director fees in 1999. Total director fees paid in 2000 were $162,150.
Executive Officers
The following are the names of the principal executive officers of the
Company and the Bank and certain information concerning each of them:
Name and Age Business Experience During Past Five Years
------------ --------------------------------------------------------
Herbert C. Foster, 60 President and Chief Executive Officer of the Company and
Chairman and Chief Executive Officer of the Bank since
March, 1993; President and Chief Executive Officer of
Pacific Bay Bank, San Pablo, CA during 1992 and
President of University National Bank & Trust Company,
Palo Alto, CA from 1983 to 1991.
Arnold T. Grisham, 53 President of the Bank since January, 1999; formerly with
Wells Fargo Bank since 1981; Executive Vice President
since 1994 and Division Manager, National Financial
Services since 1997.
George McCullagh, 51 Executive Vice President of the Bank since September
1998; Senior Vice President and Statewide Commercial
Sales Manager for Bank of America from 1989 to 1998;
Vice President and Statewide Commercial Sales Manager
for Wells Fargo Bank from 1981 to 1989.
7
Security Ownership of Directors and Management
The following table sets forth the number of the Company's common shares
owned, as of March 7, 2000, by the present directors who are also among
management's nominees for reelection, by the three nominees who are not
currently directors, by executive officers and by the directors, nominees and
officers of the Company as a group:
Shares of Common Stock Beneficially Owned
Percent of
Name of Beneficial Owner Number(1) Class
------------------------ --------- ----------
C. Donald Carr.................................... 1,174,742(2) 24.07%
David L. Cutter................................... 24,924(3) .51
Wayne S. Doiguchi................................. 5,895(4) .12
Herbert C. Foster................................. 166,618(5) 3.41
John W. Glenn..................................... 40,257(6) .82
James C. Johnson.................................. 38,384(7) .79
Paul C. Kepler.................................... 37,636(8) .77
John E. Lindstedt................................. 72,846 1.49
Edward G. Mein.................................... 95,554(9) 1.96
Dale D. Reed...................................... 63,243(10) 1.30
Edward G. Roach................................... 34,134(11) .70
Barclay Simpson................................... 93,680(12) 1.92
Arnold Grisham.................................... 10,755(13) .22
Craig Anderson.................................... 220 .00
Gordon Gravelle................................... 2,000 .04
All directors, nominees and officers as a group
(16 persons)..................................... 2,284,490 46.81%
- --------
(1) Includes all shares beneficially owned, whether directly or indirectly,
individually or together with associates. Includes any shares owned,
whether jointly or as community property with a spouse and any shares of
which beneficial ownership may be acquired within 60 days of March 7,
2000 by the exercise of stock options.
(2) Includes 1,168,284 shares held by Mr. Carr jointly with his spouse and
6,458 shares which may be acquired within 60 days of March 7, 2000 by the
exercise of stock options.
(3) Includes 6,458 shares which may be acquired within 60 days of March 7,
2000 by the exercise of stock options.
(4) Includes 5,775 shares which may be acquired within 60 days of March 7,
2000 by the exercise of stock options.
(5) Includes 71,980 shares which may be acquired within 60 days of March 7,
2000 by the exercise of stock options.
(6) Includes 25,306 shares held by Mr. Glenn jointly with his spouse, 4,083
shares held in trust, John W. Glenn, Trustee, and 10,868 shares which may
be acquired within 60 days of March 7, 2000 by the exercise of stock
options.
(7) Includes 27,516 shares held by Mr. Johnson jointly with his spouse and
10,868 shares which may be acquired within 60 days of March 7, 2000 by
the exercise of stock options.
(8) Includes 10,868 shares which may be acquired within 60 days of March 7,
2000 by the exercise of stock options.
(9) Includes 84,686 shares held by Mr. Mein jointly with his spouse and
10,868 shares which may be acquired within 60 days of March 7, 2000 by
the exercise of stock options.
8
(10) Includes 52,375 shares held by Mr. Reed jointly with his spouse and
10,868 shares which may be acquired within 60 days of March 7, 2000 by
the exercise of stock options.
(11) Includes 6,698 shares held in trust, Edward G. Roach, Trustee and 16,568
shares which may be acquired within 60 days of March 7, 2000 by the
exercise of stock options.
(12) Includes 82,812 shares held by Mr. Simpson jointly with his spouse and
10,868 shares which may be acquired within 60 days of March 7, 2000 by
the exercise of stock options.
(13) Includes 6,300 shares which may be acquired with 60 days of March 7, 2000
by the exercise of stock options.
Change in Control
Management is not aware of any arrangements, including the pledge by any
person of shares of the Company, the operation of which may at a subsequent
date result in a change in control of the Company.
Executive Compensation
The following table sets forth the compensation of the named executive
officers for each of the Company's last three fiscal years whose total annual
cash compensation exceeded $100,000.
Summary Compensation Table
Annual Compensation
----------------------- Long Term
Name and Principal Compensation All Other
Position Year Salary Bonus(1) Options Compensation(2)
- ------------------ ---- ----------- ----------- ------------ ---------------
Herbert C. Foster...... 1999 $190,000.00 $105,444.00 None $304,260.00
President and Chief
Executive Officer 1998 190,000.00 130,700.00 None 125,526.52
of the Company and 1997 190,000.00 94,000.00 22,050 shs. 122,718.52
Chairman and Chief
Executive Officer of
the Bank
Arnold Grisham......... 1999 165,000.00 52,722.00 31,500 shs. 15,070.00
President of the Bank
George P. McCullagh.... 1999 140,000.00 39,542.00 None 7,505.00
Executive Vice 1998 44,064.00 21,140.00 25,000 shs. 110.00
President
(From September 1998)
- --------
(1) Represents cash bonus in year earned.
(2) Represents Company contributions to the Profit Sharing Retirement Plan,
Company matching contributions under the 401(k) Plan, imputed value of
life insurance premiums paid by the Company, and for Mr. Foster, the
expense associated with a deferred compensation plan of $101,198.52 in
1999, 1998 and 1997 and the gain on stock options of $180,198 in 1999.
The Company pays the cost of premiums on life insurance policies insuring
all employees, including executive officers, in amounts approximating two
times their annual salaries. The policies are payable to the officers'
designated beneficiaries. A portion of the premium paid by the Bank is imputed
as income for tax purposes for the executive officers. Such amounts are
included in the compensation table above.
Pursuant to a deferred compensation agreement dated December 1, 1996 between
Mr. Foster and the Bank, Mr. Foster is entitled to salary continuation
benefits of $100,000 per year for 15 years commencing at retirement or if
there is a change in control as defined within the agreement. The benefit
vests at the rate of 20% per year commencing after the fifth through ninth
years unless there is a change in control at which time the benefit is 100%
vested.
9
Messrs. Foster and Grisham receive automobile allowances in connection with
the performance of their duties. Mr. Foster and Mr. Grisham also have club
memberships paid by the Bank in connection with the performance of his duties.
Management is unable to determine, without unreasonable effort and expense,
the extent or value of the personal benefit, if any, which might be derived
from these payments, and the value of any such benefits is not included in the
amounts set forth above. It is management's opinion that such benefits have
not been material in amount and did not exceed 10% of salary and bonus for Mr.
Foster and Mr. Grisham, respectively.
The following table summarizes all stock options granted executive officers
in 1999.
Option Grants in Last Fiscal Year
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation
Individual Grants for Option Term
---------------------------------------------- ---------------------
(a) (b) (c) (d) (e) (f) (g)
% of Total
Options Granted Exercise or
Options to Employees in Base Price Expiration
Name Granted Fiscal Year ($/Sh) Date 5% ($) 10% ($)
- ---- ------- --------------- ----------- ---------- ---------- ----------
Arnold Grisham.......... 31,500 20.9% $12.62 2009 250,000 664,000
The following table summarizes the number of exercisable and unexercisable
options held by the named officers at December 31, 1999.
Aggregated Options/Exercises in Last Fiscal Year
and Fiscal Year End Options Values
(a) (b) (c) (d) (e)
Value of
Number of unexercised
unexercised in-the-money
options at options at
12-31-99 12-31-99
Shares acquired Value realized Exercisable/ Exercisable/
Name on exercise (#) ($) unexercisable unexercisable
- ---- --------------- -------------- ------------- ----------------
Herbert C. Foster....... 20,000 $180,198 71,981/13,820 $514,466/$25,158
Arnold Grisham.......... None None 6,300/35,200 4,757/15,276
George McCullagh........ None None 0/25,000 236/0
Incentive Reserve/Bonus Plan
The Bank has an Incentive Reserve/Bonus Plan for its vice presidents and
higher ranking officers (18 persons as of December 31, 1999), including
Messrs. Foster, Grisham and McCullagh. The Bank paid bonuses of $376,751 under
this plan for 1999.
Profit Sharing Retirement Plan
The Board of Directors of the Bank has adopted a Profit Sharing Retirement
Plan ("PSRP") available to all employees. The PSRP is intended to provide a
tax-deferred compensation and savings vehicle to its participants, and has
been ruled by the Internal Revenue Service to comply with requirements for the
deductibility of contributions for tax purposes. The PSRP provides for three
types of contributions: voluntary contributions by employees; partial matching
contributions on a percentage basis determined by the Bank (set at 50% for
1999); and profit-sharing contributions by the Bank at the discretion of its
Board of Directors based on earnings of the Bank. The Board did allocate a
profit sharing contribution of 4.00% of net income to the PSRP for 1999.
10
Employee contributions are fully vested at all times. Employees become
vested in profit-sharing contributions and Bank matching contributions at a
rate of 20% per year beginning two years after employment. Contributions are
paid to a trustee which receives and pays funds, safeguards and values trust
assets, invests trust funds and carries out the directions of the
Administrative Committee. The trustee under the PSRP is Wells Fargo Bank. The
Administrative Committee consists of members appointed by the Board of
Directors and acts as administrator of the PSRP. The committee may retain an
investment manager or other advisors as it considers necessary to discharge
its duties.
The trustees and the Administrative Committee are subject to fiduciary
duties imposed on them by the Employee Retirement Income Security Act of 1974
(ERISA) and the Tax Equity and Fiscal Responsibility Act of 1982 (TEFRA).
Participants may begin receiving benefits under the PSRP upon reaching age 59-
1/2, or earlier upon a showing of hardship. A participant may elect to receive
benefits in a lump sum, in installments, as an annuity providing for
guaranteed income for a period certain or in any combination of the foregoing
methods. Company contributions credited in 1999 to the PSRP for the benefit of
the named executive officers are included in the summary compensation table
under the column entitled "All Other Compensation."
Transactions with Directors and Officers
The Bank has had in the ordinary course of business, and expects to have in
the future, banking transactions with certain of its directors, officers,
shareholders, and their associates, including transactions with corporations
of which such persons are directors, officers or controlling shareholders. In
the opinion of management, such transactions involving loans have been and
will be entered into with such persons in accordance with applicable laws and
(1) in the ordinary course of business (2) on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons, and (3) on terms not involving
more than the normal risk or collectability or presenting other unfavorable
features. For additional reference see Note 11 to the Consolidated Financial
Statements for the year ended December 31, 1999 attached to and a part of
Civic BanCorp Form 10-K for fiscal year ended December 31, 1999, and included
in the Company's Annual Report to Shareholders.
Compensation Committee Report
The Compensation Committee in accordance with applicable requirements has
provided the following report to the Board of Directors of the Company.
REPORT ON EXECUTIVE COMPENSATION
BY THE PERSONNEL COMMITTEE OF THE BOARD OF DIRECTORS
The Report of the Personnel Committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates the information contained in the report by
reference, and shall not otherwise be deemed filed under such acts.
The Company's executive compensation is recommended by the Personnel
Committee and approved by the Board of Directors. The Committee usually meets
a minimum of three times per year. Salaries are reviewed and determined at the
Committee meeting in January. Any increases are approved by the Board of
Directors and are effective March 1. Incentive bonus awards are also reviewed
and determined at the same meeting. Stock options are generally awarded in
January. Compensation for a newly-hired executive may be established by the
Committee at a special meeting.
The compensation policy of the Company is designed to attract and retain
highly qualified personnel and to provide meaningful incentives for measurable
performance. The components of executive compensation include base salary, an
incentive bonus plan, non-plan bonuses, profit sharing contributions and stock
options.
11
The Company's general compensation strategy for executive officers including
the Chief Executive Officer is to pay annual and long term compensation which
is competitive with other executives compensation of peer group companies,
adjusted for the Company's financial condition and performance relative to
that peer group. In determining compensation levels, the Company obtains
salary survey information regarding executive salary levels for comparable
companies through many sources, including banking industry associates,
published surveys and independent compensation consultants.
The Company has an annual incentive bonus plan for executives and certain
officers based on achieving certain financial performance goals, primarily the
return on assets, which are established by the Personnel Committee and
approved by the Board of Directors as part of the annual budgeting process.
Other criteria used to determine incentive awards include asset quality and
earnings results. The Board also considers professional experience and past
and potential future contributions to the Company. Each executive's percentage
of an incentive bonus pool is at the discretion of the CEO and is payable
subject to satisfactory performance and contingent on approval of the Board of
Directors after the calendar year is complete. The maximum amount any
participant can earn from the incentive bonus plan is equal to or less than
100% of the participant's base salary.
Incentive plan bonuses were paid in 1997, 1998 and 1999, based upon the
Company's return on assets for those years. The size of the bonus pool is
directly tied to improvements in the Company's return on assets capping at a
1.70 ROA.
The total cash compensation including cash bonuses paid to the Company's
executive officers for 1997, 1998 and 1999 ranked just above average for the
total cash compensation paid to executive officers for banks in our asset size
in California.
Executive officers are permitted to participate in other Company and Bank
employee benefit plans including the Profit Sharing Retirement Plan.
Long term incentive awards consisting of stock options are considered to be
a substantial portion of the compensation package of the executive officers
and provide incentive to increase shareholder value. In 1997, stock options
were awarded to Mr. Foster, in 1998 to Mr. McCullagh and in 1999 to Mr.
Grisham.
Barclay Simpson, Chairman
Paul C. Kepler
David L. Cutter
James C. Johnson
Personnel Committee Interlocks and Insider Participation
No member of the Personnel Committee is a former or current officer or
employee of the Company or its subsidiaries.
12
Performance Graph
The following graph compares the stock performance of the Company to the
performance of the Nasdaq Bank Stock Index and the Nasdaq U.S. Markets Index
over the past five year period.
[PERFORMANCE GRAPH]
1994 1995 1996 1997 1998 1999
-----------------------------------------------------------------------
CIVIC Stock Price 5.5 7.5 10.25 19.5 13.75 15.5
1 1.3636364 1.8636364 3.5454545 2.5 2.8181818
100.0 136.4 186.4 354.5 250.0 281.8
Nasdaq US Markets 244.532 345.609 425.222 521.032 734.202 1326.416
1 1.4133488 1.7389217 2.1307314 3.0024782 5.4243044
100.0 141.3 173.9 213.1 300.2 542.4
Nasdaq Bank Stocks 240.176 358.701 472.508 791.109 785.651 755.171
1 1.4934923 1.9673406 3.293872 3.2608909 3.1442401
100.0 149.3 196.7 329.4 326.1 314.4
12/31/1994 12/31/1995 12/31/1996 12/31/1997 12/31/1998 12/31/1999
Civic BanCrop 100.0 136.4 186.4 354.5 250.0 281.8
Nasdaq US Markets 100.0 141.3 173.9 213.1 300.2 542.4
Nasdaq Bank Stocks 100.0 149.3 196.7 329.4 326.1 314.4
13
2. PROPOSAL TWO:
APPROVAL OF CIVIC BANCORP 2000 STOCK OPTION PLAN
The Board of Directors has adopted the Civic BanCorp 2000 Stock Option Plan,
(the "2000 Plan") and has directed the 2000 Plan be submitted to a vote of
shareholders at the annual meeting. The 2000 Plan would become effective upon
shareholder approval.
Purpose
The purpose of the 2000 Plan is to provide eligible employees with
additional incentives to promote the financial success of the Company and to
enable the Company and its subsidiaries to attract and retain highly qualified
personnel. The vibrant economy, tight labor markets, escalation in the equity
markets and the competition for highly qualified personnel have combined to
increase the visibility and importance in stock options as a component of
compensation.
The Company originally adopted a stock option plan in 1984 which was
subsequently replaced by a new plan in 1994. In 1995, the Company adopted a
Non-Employee Director Stock Option Plan, which reserved a certain number of
option shares for directors and reduced the number of option shares available
to employees by the same amount. The 1994 Plan was amended in 1998 to increase
the number of shares to 979,125. Of this amount, 367,417 shares have been
exercised and 547,468 shares are under option as of March 7, 2000 leaving
64,240 shares available for grant. Of the amount available for grant, 59,330
are reserved for non-employee directors in accordance with the Non-Employee
Director Stock Option Plan with a remainder of 4,910 shares available for
grant to employees.
Eligibility and Number of Shares
The 2000 Plan provides that a total of 500,000 options, an amount equal to
10.7% of the shares outstanding on March 7, 2000, may be granted by the
Directors Stock Option Committee. Options may be granted to full time salaried
employees of the Company and any of its subsidiaries. Unexercised stock
options which become canceled due to expiration or termination may again be
made subject to grant under the 2000 Plan. Certain options granted under the
2000 Plan are intended to treated as incentive stock options for Federal tax
purposes while other options are intended to be treated as nonstatutory
options for Federal tax purposes. Options outstanding or authorized under the
1984 Plan and the 1994 Plan will continue to be outstanding and authorized.
Administration of the 2000 Plan
The 2000 Plan will be administered by a Director Stock Option Committee
composed of members of the Personnel Committee selected by the Board of
Directors of the Company. The Committee shall have such authority as the Board
may from time to time delegate. No person who is eligible to receive options
under the Plan may be a member of the Stock Option Committee.
Award of Options
The Stock Option Committee has the authority to determine the persons who
will participate and the extent of their participation. In making any
determination as to the employees of the Company or its subsidiaries to whom
options may be granted and the number of shares to be covered by such options,
the Stock Option Committee will consider the duties of the respective
participants, their present and potential contributions to the success of the
Company and its subsidiaries, and other such factors as the Stock option
Committee deem relevant in connection with accomplishing the purpose of the
2000 Plan.
To the extent options are granted as incentive stock options, the Plan will
be administered so as to qualify such options as incentive stock options as
defined in Section 422A and other applicable sections of the Code, as now in
force or as amended in the future, and the regulations promulgated thereunder.
14
The 2000 Plan provides that no incentive stock option may be granted to any
person who owns stock totaling more than 10% of the total combined voting
power of the Company, unless the exercise price of such option is at least
110% of the fair market value of the Company's common stock on the date the
option is granted and the term of such option does not exceed five years.
Moreover, for Federal income tax purposes, the aggregate market value of the
stock (determined at the time the option is granted) with respect to which
incentive stock options are exercisable for the first time by the Optionee
during any calendar year may not exceed $100,000. The above limitations on the
grant of incentive stock options do not apply to options granted under the
2000 Plan which are designated as nonstatutory options.
Exercise Price
The exercise price of common stock is determined solely by the Stock Option
Committee but shall not be less than the fair market value of the shares of
common stock on the date the option is granted.
Exercise of Options
Each option granted under the Plan will expire not more than 10 years from
the date the option is granted. Each option may be exercised on such terms as
the Board shall require, and the Stock Option Committee may require that an
option be exercisable only in installments or that a partial exercise of an
option be for no less than a stated minimum of shares. The Committee may
determine that the right to exercise in installments shall be cumulative, so
that if an optionee does not purchase the full number of shares to which he is
entitled in any one year, he may cumulate the right to purchase such shares
and purchase them in any subsequent year during the term of the option in
addition to any other shares he is entitled to purchase.
No option is assignable or transferable otherwise than by will or the laws
of descent and distribution. During the lifetime of an optionee, an option is
exercisable only by him. Shares purchased pursuant to the exercise of options
must, at the time of exercise, be paid for in full, in cash.
Termination of Employment
Except as stated below with respect to termination of employment "for
cause", in the event that an optionee's employment is terminated, his option
shall terminate immediately; provided, however, that the optionee shall have
the right to exercise his option within three months from the date of such
termination, with certain exceptions in the case of disability or death.
If an employee-optionee's employment is terminated for cause, including
willful breach of duty, his right to exercise any option shall immediately and
automatically terminate; provided, however, that the Committee may, in its
sole and absolute discretion, prior to the expiration of thirty days after the
date of said termination, reinstate the option as set forth below.
If the Stock Option Committee determines that an optionee's option is to be
reinstated as provided above, written notice of such determination shall be
sent to the optionee, at his last known address. Upon receipt of such written
notice, the optionee shall have the right to exercise the option, to the
extent that he was entitled to exercise the same immediately prior to his
termination, at any time during the period from receipt of such written notice
to a day three months from the day of his termination.
Additional Terms
In the event that the outstanding shares of common stock of the Company are
increased or decreased or changed into or exchanged for a different number or
kind of shares or other securities of the Company or of other corporation, by
reason of reorganization, merger, consolidation, recapitalization,
reclassification, stock split, combination of shares, dividend payable in
common stock, acquisition or the like, the number and kind of shares for the
purchase of which options may be granted under the Plan will be adjusted
proportionally. In addition, the Stock Option Committee shall make appropriate
adjustment in the number and kind of shares as to
15
which outstanding options shall be exercisable, so that any participant's
proportionate interest in the Company by reason of his rights under any
unexercised portions of such option shall be maintained. Such adjustment in
outstanding options shall be made without change in the total price applicable
to the unexercised portion of the option and with a corresponding adjustment,
if necessary, in the option price per share.
In the event of a dissolution or liquidation of the Company or merger,
consolidation, acquisition or other reorganization in which the Company is not
the surviving or resulting corporation, each option then outstanding shall
become fully exercisable upon adoption by the Board of Directors of a plan or
arrangement for such transaction, provided the original vesting schedule shall
be restored if the transaction is not completed. If the surviving corporation
does not provide for the assumption of any option, or a substitution of a new
option for any option, the Company may cancel any option not exercised prior
to or as of the consummation of the Change of Ownership.
The Plan may be terminated at any time, or from time to time may be modified
or amended, by the shareholders of the Company upon written consent or
affirmative vote of the holders of a majority of the outstanding shares. In
addition, the Board may terminate the Plan at any time and from time to time
modify or amend it in such respects as it deems advisable, to conform to any
requirements of the laws and regulations relating to the Company, or in any
other respect, including but not limited to, laws and regulations promulgated
or to be promulgated with respect to incentive stock options. However, no such
action of the Board may, without the approval of the shareholders, alter the
provisions of the Plan so as to (a) increase (other than pursuant to the
adjustment provisions set forth above) the maximum number of shares as to
which options may be granted; (b) materially increase the benefits accruing to
participants under the Plan; (c) materially modify the requirements as to
eligibility for participation in the Plan; or (d) impair the rights of any
employee under any option, without the employee's consent.
The Board has not designated the persons to whom options will be granted or
determined the number of options that will be granted to any individual or
group of individuals in the event this proposal is approved by the Company's
shareholders. The proceeds from the sale of common stock pursuant to the
exercise of options will be used for the Company's general corporate purposes.
Federal Tax Consequences
The 2000 Plan provides for the grant of both nonstatutory options and
options which are intended to qualify as incentive stock options as defined in
Section 422 of the Code. No income is recognized from the grant of an
incentive stock option under the 2000 Plan or from the exercise of an
incentive stock option by an Optionee. The excess, if any, of the fair market
value of the stock on the date of exercise over the exercise price is an item
of tax preference, however, which could subject the optionee to Federal tax
liability under provisions of the alternative minimum tax. The Optionee will
recognize capital gain upon the sale of the stock acquired under an incentive
stock option if the stock is not sold during the two year period from the date
of grant of the option or during the one year period from the date of
exercise. Further, the employee must be an employee continuously from the date
of grant of the option until three months before the date of exercise, with
certain exceptions in the case of a deceased or disabled employee.
If the aforementioned holding periods are not satisfied, the Optionee will
recognize upon the sale the difference between the option price and the fair
market value of the stock on the date of exercise. Any additional gain would
be long term or short term capital gain, depending on how long the stock was
held. If the employment requirements are not met, the optionee will recognize
ordinary income at the time of exercise to the extent of the difference
between the option price and the fair market value of the stock on the date of
exercise. The employer is not allowed a business expense deduction with
respect to an incentive stock option unless ordinary income is recognized by
the optionee.
Generally, the grant of an option which does not qualify as an incentive
stock option, (a "nonstatutory option") does not result in income to the
Optionee, unless the option has a readily ascertainable fair market
16
value. A nonstatutory option generally will not have a readily ascertainable
value unless it is actively traded on an established market. When a
nonstatutory option is exercised, the Optionee recognizes ordinary income in
an amount equal to the difference between the option price and the value of
the stock at the time of exercise. The employer is generally allowed a
business expense deduction equal to the amount included in the Optionee's
ordinary income in the employer's corresponding tax year.
The Board of Directors recommends a vote FOR approval of Proposal Two.
3. PROPOSAL THREE
RATIFICATION OF SELECTION OF INDEPENDENT
PUBLIC ACCOUNTANTS
KPMG LLP has served as the Company's independent certified public
accountants since 1994. The Company engaged KPMG LLP as its independent public
accountants by letter dated June 14, 1994 between KPMG LLP and the Audit
Committee of the Board of Directors. The Company has had no disagreements with
its accountants with respect to accounting principles or practices of
financial statement disclosure.
At the 1999 Annual Meeting of Shareholders the following resolution will be
subject to ratification by a simple majority vote of shares represented at the
meeting:
RESOLVED, that the selection of KPMG LLP as the independent certified
public accountants of Civic BanCorp and its subsidiary, CivicBank of
Commerce, for the fiscal year ending December 31, 2000 is hereby ratified.
If ratification is not achieved, the selection of an independent certified
public accountant will be reconsidered and made by the Board of Directors.
Even if selection is ratified, the Board of Directors reserves the right and,
in its discretion, may direct the appointment of any other independent
certified public accounting firm at any time if the Board decides that such a
change would be in the best interests of the Company and its shareholders.
The services provided by KPMG LLP include the examination and reporting of
the financial status of the Company and Bank. These services have been
furnished at customary rates and terms. There are no existing direct or
indirect agreements or understandings that fix a limit on current or future
fees for these audit services.
A representative of KPMG LLP is expected to attend the 2000 Annual Meeting
of Shareholders with the opportunity to make a statement, if desired, and is
expected to be available to respond to shareholders' inquiries.
The Board of Directors recommends a vote FOR approval of Proposal Four.
4. OTHER BUSINESS
If any other matters come before the meeting, not referred to in this Proxy
Statement, including matters incident to the conduct of the meeting, the proxy
holders will vote the shares represented by proxies in accordance with their
best judgment. Management is not aware of any other business to come before
the meeting and, as of the date of the preparation of this Proxy Statement, no
shareholder has submitted to management any proposal to be acted upon at the
meeting.
Additional Information and Documents Incorporated by Reference.
Each shareholder has received the Company's 1998 Form 10-K as filed with the
Securities and Exchange Commission containing financial statements, including
the report of its independent public accountants.
17
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Civic BanCorp
Proxy for the Annual Meeting of Shareholders to Be Held
The undersigned hereby appoints Wayne Doiguchi, Edward G. Roach and C.
Donald Carr, and each of them, Proxies, with the full power of substitution to
vote all of the stock of the undersigned at the Annual Meeting of Shareholders
of Civic BanCorp to be held on May 4th, 2000 at 4:00 p.m. at 2101 Webster
Street, 1st floor, Oakland, California, and at any adjournment thereof, in the
manner indicated and in their discretion on any other business which may
properly come before said meeting, all in accordance with and as more fully
described in the Notice and accompanying Proxy Statement for said meeting,
receipt of which is hereby acknowledged. The share represented by this Proxy
shall be voted as specified below.
(Continued, and to be marked, dated and signed, on the reverse side)
This proxy will be voted as directed. In the absence of contrary directions, this proxy will Please mark
be voted FOR the election of the directors listed above and FOR proposals 2 and 3. [X] your votes
as this
FOR AGAINST ABSTAIN
1. ELECTION OF DIRECTORS: 2. Approving the adoption of the 2000 Employee Stock Option [_] [_] [_]
FOR the WITHHOLD Plan. I plan to
election as authority (as to attend the
Directors of all all nominees 3. Ratification of selection of KPMG Peat Marwick, LLP as meeting
nominees. listed independent accountants for 2000. [_] [_] [_] [_]
[_] [_]
Instruction: To withhold authority to vote for any individual nominee(s),
strike a line through that nominee's name in the list below:
Craig Anderson, C. Donald Carr, David L. Cutter, Wayne S. Doiguchi,
Herbert C. Foster, John W. Glenn, Gordon Gravelle, Arnold T. Grishom,
James C. Johnson, John E. Lindstedt, Paul C. Kepler, Edward G. Mein, 4. OTHER MATTERS. In their discretion, upon
Dale D. Reed, Edward G. Roach and Barclay Simpson. such matters as may properly come before the
meeting; at this time the Board of Directors
is not aware of any other matters that will
be presented. If no direction is given, this
Proxy will be voted for the election of
nominees set forth above, approving the
adoption of the 2000 Employee Stock Option
Plan and for the ratification of the
selection of KPMG Peat Marwick, LLP.
PLEASE DATE AND RETURN IN
THE ENCLOSED ENVELOPE.
Signature(s)_________________________________________________________________________________________ Date_____________________
Please sign exactly as your name appears above. When signing as a custodian for a minor, executor, administrator, attorney, trustee
or guardian please give your full title as such.
- ------------------------------------------------------------------------------------------------------------------------------------
. FOLD AND DETACH HERE .