================================================================================
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 [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[X] 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):
[X] 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:
[Logo]
May 13, 1997
ANNUAL SHAREHOLDER MEETING
Dear Shareholder:
At Civic BanCorp's annual shareholder meeting on May 8, 1997, a quorum was
present in person and by proxy. As you know from the Company's proxy statement
that was mailed to you, items submitted to a vote of the shareholders included
Proposal 2, approving an amendment to the Bylaws to classify the Board of
Directors, and Proposal 3, approving an amendment to the Articles of
Incorporation to eliminate action by the shareholders by written consent without
a meeting. The vote at the meeting on these two proposals was as follows:
Percentage of all
Percentage of outstanding shares
Shares voted shares voted for voted for and
Proposal Shares voted for against and against against
-------- ---------------- -------------- --------------- --------------
2. Classification of 1,752,422 379,039 82.2% 39.7%
Board of Directors 17.8% 8.6%
3. Elimination of 1,722,370 402,306 81.1% 39.0%
shareholder action 18.9% 9.2%
by written consent
without a meeting
Although the percentage of shares present and voting in favor of Proposals
2 and 3 was substantial, the percentage of all outstanding shares in favor was
less than the required 50% plus one. Many shareholders who were represented by
proxy at the meeting did not have their votes on Proposals 2 and 3 counted. We
believe the reason is that many proxies held in street names did not effectively
communicate their votes to the registered holders so that they could vote on
these proposals at the meeting. For example, we did not receive proxies from
several directors and officers who have shares held in street name, even though
those persons attempted to vote and mail their proxies in accordance with
instructions given to them.
In order to give more shareholders an opportunity to be heard on these two
Proposals, the Company adjourned the annual meeting of shareholders to 4:00 p.m.
on June 9, 1997, at 2101 Webster Street, First Floor, Oakland, California. WE
ENCOURAGE YOU TO CAST YOUR VOTE ON PROPOSALS 2 AND 3 BEFORE THAT TIME BY
SUBMITTING A PROXY IN ACCORDANCE WITH THE INSTRUCTIONS THAT YOU RECEIVE FROM THE
TRANSFER AGENT OR FROM YOUR BROKER. Please refer to your proxy statement for
more information about these proposals. Management recommends a vote FOR
Proposal 2 and FOR Proposal 3. Thank you for your cooperation.
Very truly yours,
/s/ Herbert C. Foster
------------------------------
Herbert C. Foster
2101 Webster Street Oakland, CA 94612-3043
Telephone. 510 836-6500 FAX. 510 836-1521 Internet. http://www.civicbank.com