SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for use of the
[X] Definitive proxy statement Commission only (as permitted by
[ ] Definitive additional materials Rule 14a-6(e)(2))
[ ] Soliciting material pursuant to Rule 14a-11(C)or Rule 14a-12
Summit Bancshares, Inc.
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(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)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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.):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] 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:
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(2) Form, schedule or registration statement number:
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(3) Filing party:
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(4) Date filed:
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SUMMIT BANCSHARES, INC.
1300 SUMMIT AVENUE
FORT WORTH, TEXAS 76102
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 16, 2002
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Summit Bancshares, Inc. (the "Corporation") will be held at Fort Worth Botanic
Garden at 3220 Botanic Garden Boulevard, Fort Worth, Texas on April 16, 2002 at
3:30 p.m., for the following purposes:
1. To elect a Board of Directors of the Corporation consisting of
eleven (11) 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, 2002
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 11,
2002, are entitled to notice of and to vote at the Annual Meeting of
Shareholders or at any adjournment or adjournments thereof.
IMPORTANT
---------
Your vote is important regardless of the number of shares you may own.
The Corporation's management sincerely desires your presence at the annual
meeting. However, so that we may be sure that your vote will be included, please
sign and return the enclosed proxy promptly. If you wish to vote using the phone
or internet, please follow the instructions on the enclosed proxy. Your proxy
may be revoked at any time before it is voted.
By Order of the Board of Directors,
/s/ Philip E. Norwood
Philip E. Norwood, Chairman of the Board,
March 13, 2002 President and CEO
Fort Worth, Texas
SUMMIT BANCSHARES, INC.
1300 SUMMIT AVENUE
FORT WORTH, TEXAS 76102
TELEPHONE (817) 336-6817
PROXY STATEMENT FOR ANNUAL
MEETING OF SHAREHOLDERS
TO BE HELD APRIL 16, 2002
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", which term, where the context requires, includes direct and
indirect subsidiaries of Summit Bancshares Inc.) to be held at Fort Worth
Botanic Garden at 3220 Botanic Garden Boulevard, Fort Worth, Texas on April 16,
2002, at 3:30 p.m., and at any adjournment or adjournments thereof. This Proxy
Statement and accompanying proxy are being mailed on or about March 13, 2002, to
the shareholders of the Corporation.
The Corporation's Annual Report to Shareholders for the year ended December 31,
2001, is being furnished with this Proxy Statement to the shareholders of record
on March 11, 2002. The Annual Report to Shareholders does not constitute a part
of the proxy soliciting material.
GENERAL INFORMATION
The close of business on March 11, 2002, 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, 2002.
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 Stovall, Grandey & Whatley as independent
auditors of the Corporation for its fiscal year ending December 31, 2002, 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 or you may electronically vote using the Internet
or you may vote by phone.
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.
1
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 11, 2002, 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 6,264,261 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.
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 11, 2002. Cumulative voting for
directors is not permitted. Directors are elected by plurality vote and,
therefore, the eleven (11) nominees receiving the highest number of affirmative
votes shall be elected as directors provided a quorum is present. The
affirmative vote of the holders of a majority of the shares of Common Stock of
the Corporation represented and voting at the annual meeting of shareholders on
the appointment of Stovall, Grandey & Whatley as independent auditors of the
Corporation is required to ratify that appointment.
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 but will not be considered part of the voting power
present with respect to any matter on which such shares are not voted.
2
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 eleven (11)
and has nominated the eleven (11) 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.
3
Name and Age of
Nominee; Years Principal Occupation for Past
Served as Director Five Years; Other Directorships
------------------ -------------------------------
Philip E. Norwood Mr. Norwood for at least the last five years has been an officer and director
Age 52 of the Corporation. His positions with the Corporation are or have been as
Director Since 1984 follows:
Position Term
-------- ----
Summit Bancshares, Inc.
Chairman of the Board January 1998 to present
President/CEO January 2001 to present
President/CEO October 1993 to January 1998
Director March 1984 to present
Summit Bank, N.A.
(successor entity to Summit Community Bank, N.A. and Summit National Bank
following their merger effective May 2001*)
Chairman of the Board May 2001 to present
President/CEO May 2001 to present
Director May 2001 to present
Summit Community Bank, N.A.*
Chairman of the Board January 1998 to May 2001
President July 1994 to May 2001
Director January 1990 to May 2001
Summit National Bank*
President and Director January 2001 to May 2001
Director March 1983 to January 1996
D. Jerrell Farr Mr. Farr for at least the last five years has served as President and
Age 67 Chief Executive Officer of FJW Co., Inc., a general contracting firm
Director Since 1999 operating in the commercial construction industry. His positions with the
Corporation include:
Summit Bancshares, Inc.
Director April 1999 to present
Summit Bank, N.A. or a predecessor company
Director March 1998 to present
4
Elliott S. Garsek Mr. Garsek for at least the last five years has served as Chairman of the
Age 53 Board and as a practicing attorney with the law firm of Barlow & Garsek,
Director Since 1987 a Professional Corporation. His positions with the Corporation include:
Summit Bancshares, Inc.
Director April 1987 to present
Summit Bank, N.A. or a predecessor company
Director June 1984 to present
Ronald J. Goldman Mr. Goldman for at least the last five years has served as President of
Age 59 Ronnie's LLC, a corporation engaged in retail sales of fine wines and
Director Since 1984 gourmet foods or involved in personal investments. His positions with the
Corporation include:
Summit Bancshares, Inc.
Director April 1984 to present
Summit Bank, N.A. or a predecessor company
Director January 1975 to present
F. S. Gunn Mr. Gunn retired from the Corporation as an employee on December 31,
Age 68 1997. He holds or has held the following positions with the Corporation:
Director Since 1979
Summit Bancshares, Inc.
Vice Chairman of the Board October 1993 to January 1998
President January 1990 to January 1993
Director January 1979 to present
Summit Bank, N.A. or a predecessor company
Director January 1975 to present
Robert L. Herchert Mr. Herchert for at least the last five years has served as Chairman of
Age 59 the Board or President and Chief Executive Officer of Freese & Nichols,
Director Since 1998 Inc., a consulting engineering company. His positions with the
Corporation include:
Summit Bancshares, Inc.
Director April 1998 to present
Summit Bank, N.A. or a predecessor company
Director April 1996 to present
5
Jay J. Lesok Mr. Lesok for at least the last five years has served as President of
Age 55 Cashmire Financial Services, a mortgage company servicing real estate
Director Since 2001 mortgages in Fort Worth, Texas. His positions with the Corporation
include:
Summit Bancshares, Inc.
Director April 2001 to present
Summit Bank, N.A. or a predecessor company
Director July 1995 to present
William W. Meadows Mr. Meadows for at least the last five years has served as Executive
Age 49 Vice President of Wm. Rigg Insurance Co., an insurance agency. His
Director Since 1991 positions with the Corporation include:
Summit Bancshares, Inc.
Director April 1991 to present
Summit Bank, N.A. or a predecessor company
Director June 1984 to present
James L. Murray Mr. Murray retired from the Corporation as an employee on December 31,
Age 69 1997. He holds or has held the following positions with the Corporation:
Director Since 1979
Summit Bancshares, Inc.
Chairman of the Board January 1985 to January 1998
Director January 1979 to present
Summit Bank, N.A. or a predecessor company
Director January 1975 to present
Byron B. Searcy Mr. Searcy for at least the last five years has served as President of
Age 66 Kelly, Geren, & Searcy, Inc. a corporation engaged in the real estate
Director Since 1984 brokerage business in Fort Worth, Texas, or its predecessor company. His
positions with the Corporation include:
Summit Bancshares, Inc.
Director April 1984 to present
Summit Bank, N.A. or a predecessor company.
Director January 1975 to present
6
Roderick D. Stepp Mr. Stepp for at least the last five years has served as President of M &
Age 64 M Manufacturing. L.P., a local company manufacturing metal products in
Director Since 2001 Fort Worth, Texas. His positions with the Corporation include:
Summit Bancshares, Inc.
Director April 2001 to present
Summit Bank, N.A. or a predecessor company
Director February 1998 to present
No family relationships exist among the named Executive Officers and
directors of the Corporation. No director of the Corporation is a director of
any other 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 ELEVEN (11) PERSONS NAMED ABOVE.
7
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 annual
meeting following the conclusion of the Annual Meeting of Shareholders. The
Board has established an Executive Committee, an Audit Committee, a Compensation
and Benefits Committee (the "Compensation Committee"), an Asset/Liability
Management Committee (the "ALCO Committee"), and a Nominating Committee.
Executive Committee
Members: Elliott S. Garsek (Chairman), Ronald J. Goldman, F. S. Gunn,
Robert L. Herchert, William W. Meadows, James L. Murray, Philip E. Norwood and
Byron B. Searcy.
The Executive Committee, during intervals between meetings of the
Board, has the authority to exercise all the powers of the full Board other than
matters coming specifically within the purview of other committees of the Board
and certain extraordinary corporate matters.
Audit Committee
Members: Robert L. Herchert (Chairman), D. Jerrell Farr, F.S. Gunn, Jay
J. Lesok and Roderick D. Stepp.
The primary 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 (iii) make recommendations to the Board as to the engagement of the
independent auditors of the Corporation.
Compensation and Benefits Committee
Members: William W. Meadows (Chairman), Ronald J. Goldman, F. S. Gunn,
Robert L. Herchert and James L. Murray.
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. The Compensation Committee is also responsible for
the administration of the Incentive Stock Option Plan, the 401(k) Plan, the
Management Security Plan, the Severance Agreement and the Performance
Compensation Plan of the Corporation. See "EXECUTIVE COMPENSATION AND OTHER
INFORMATION."
8
Asset/Liability Management Committee
Members: Philip E. Norwood (Chairman), D. Jerrell Farr, Jay J. Lesok,
Roderick D. Stepp.
The functions of the Asset/Liability Management Committee are to review
the implementation of the Corporation's asset and liability management functions
and assure that those functions are carried out 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.
Nominating Committee
Members: Byron B. Searcy (Chairman), Elliott S. Garsek, Ronald J.
Goldman, F.S. Gunn, William W. Meadows and James L. Murray.
The function of the Nominating Committee is to make recommendations to
the Board with regard to prospective new members of the Board of Directors.
Directors' Compensation
During 2001 the Corporation paid each of its directors $100 for
attendance at each meeting of the Board and $200 per committee meeting attended.
In addition, each director was paid a quarterly retainer of $500. The
Corporation paid a total of $27,900 in directors' fees and $18,200 in committee
fees during 2001.
During 2001 Summit Bank, N.A. or its predecessors paid each of its
directors $300 for attendance at a meeting of the Board of Directors and $200
per committee meeting attended. Summit Bank, N.A. or its predecessors paid a
total of $126,200 in directors' fees and $78,350 in committee fees during 2001.
Attendance at Board and Committee Meetings
During 2001 there were eight (8) meetings (including regularly
scheduled and special meetings) of the Board, ten (10) meetings of the Executive
Committee, three (3) meetings of the Audit Committee, four (4) meetings of the
ALCO Committee, two (2) meetings of the Nominating Committee and three (3)
meetings of the Compensation Committee. Each director, except James L. Murray,
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 2001.
9
PROPOSAL NO. 2:
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Subject to approval by the shareholders, the Board has, on the
recommendation of the Audit Committee, selected the firm of Stovall, Grandey &
Whatley, Certified Public Accountants, as independent auditors of the
Corporation for its fiscal year ending December 31, 2002. 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 and will be given the opportunity to make a
statement, if they desire to do so, and are expected to be available to respond
to appropriate questions.
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE APPROVAL OF
THE APPOINTMENT OF STOVALL, GRANDEY & WHATLEY AS INDEPENDENT AUDITORS OF THE
CORPORATION.
10
AUDIT COMMITTEE REPORT
Notwithstanding anything to the contrary set forth in any of the
Corporation's previous or future filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934 that might incorporate this Proxy Statement or
future filings with the Securities and Exchange Commission, in whole or in part,
the following report shall not be deemed to be incorporated by reference into
any such filing.
The Audit Committee of the Board of Directors consists of the five
directors whose names appear below. Each member of the Audit Committee is
"independent" as defined in Rule 4200 (a) (15) of the National Association of
Securities Dealers' listing standards.
The Audit Committee's general role as an audit committee is to assist
the Board of Directors in overseeing the Corporation's financial reporting
process and related matters. Its specific responsibilities are set forth in its
charter, which is reviewed by the Audit Committee at least annually.
The Audit Committee has reviewed and discussed with the Corporation's
management and Stovall, Grandey & Whatley, Certified Public Accountants, the
Corporation's independent auditors, the audited financial statements of the
Corporation contained in the Corporation's Annual Report to Shareholders for the
year ended December 31, 2001.
The Audit Committee has also discussed with the Corporation's
independent auditors the matters required to be discussed pursuant to SAS 61
(Codification of Statements on Auditing Standards, Communication with Audit
Committees). The Audit Committee has received and reviewed the written
disclosures and the letter from the independent auditors required by
Independence Standards Board Standard No. 1 (titled, "Independence Discussions
with Audit Committees"), and has discussed with the independent auditors such
independent auditors' independence. The Audit Committee has also considered
whether the provision of non-audit services to the Corporation by the
independent auditor is compatible with maintaining their independence.
Based on the review and discussion referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 2001, filed with the Securities and Exchange
Commission.
This report is submitted on behalf of the Audit Committee.
Robert L. Herchert, Chairman
D. Jerrell Farr
F.S. Gunn
Jay J. Lesok
Roderick D. Stepp
11
AUDIT FEES
Stovall, Grandey & Whatley, Certified Public Accountants has billed the
Corporation $79,385 in the aggregate, for professional services rendered by them
for the audit of the Corporation's annual financial statements for the fiscal
year ended December 31, 2001 and the reviews of the interim financial statements
included in the Corporation's Forms 10-Q filed during that fiscal year.
ALL OTHER FEES
The aggregate fees for non-audit services rendered by Stovall, Grandy &
Whatley, Certified Public Accountants to the Corporation for the fiscal year
ended December 31, 2001 were $25,465. There were no fees paid for financial
information systems design and implementation. The Audit Committee of the
Corporation's Board of Directors has considered whether the rendering of such
non-audit services by Stovall, Grandey & Whatley, Certified Public Accountants
is compatible with maintaining the principal accountant's independence.
12
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 each current director and Named Executive Officers,
individually, and, together with all current executive officers of the
Corporation, as a group, at March 11, 2002.
Amount and
Name of Beneficial Nature of Percent
Owner or Number Beneficial of
of Persons in Group Ownership(1) Class(2)
------------------- ------------ --------
Philip E. Norwood 156,680 shares(3) 2.5%
D. Jerrell Farr 11,100 shares *
Elliott S. Garsek 41,700 shares *
Ronald J. Goldman 266,820 shares 4.2%
F. S. Gunn 271,168 shares(4) 4.3%
Robert L. Herchert 4,120 shares *
Jay J. Lesok 10,700 shares *
William W. Meadows 17,659 shares(5) *
James L. Murray 150,126 shares 2.4%
Bob G. Scott 43,100 shares(6) *
Byron B. Searcy 36,540 shares(7) *
Rod D. Stepp 4,000 shares *
All directors and 1,013,713 shares(8) 16.1%
executive officers as
a group (12 persons)
* 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 6,302,761 shares of Common Stock issued and outstanding as of
March 11, 2002, as adjusted for options exercisable within sixty (60)
days of March 11, 2002 which are deemed outstanding for those
shareholders who hold such options, pursuant to Rule 13d- 3(d)(1) under
the Securities Exchange Act of 1934.
13
(3) Includes 149,904 shares of Common Stock owned of record, 3,776 shares
of Common Stock owned by Mr. Norwood's children and 3,000 shares of
Common Stock which Mr. Norwood has the right to acquire within sixty
(60) days of March 11, 2002 pursuant to options granted to him under
the Company's Stock Plans. See "EXECUTIVE COMPENSATION AND OTHER
INFORMATION - Option Exercises and Holdings."
(4) Includes 191,040 shares of Common Stock owned of record and 80,128
shares of Common Stock held by a trust for which Mr. Gunn serves as a
co-trustee.
(5) Includes 17,133 shares of Common Stock owned of record and 526 shares
of Common Stock held in trust for the benefit of Mr. Meadows' children.
(6) Includes 7,600 shares of Common Stock owned of record and 35,500 shares
of Common Stock which Mr. Scott has the right to acquire within sixty
(60) days of March 11, 2002 pursuant to options granted to him under
the Company's Stock Plans. See "EXECUTIVE COMPENSATION AND OTHER
INFORMATION - Option Exercises and Holdings."
(7) Includes 35,300 shares of Common Stock owned of record and 1,240 shares
of Common Stock owned by Mr. Searcy's wife.
(8) Includes 38,500 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 11, 2002 pursuant
to options granted to them under the 1993 Stock Plan. See "EXECUTIVE
COMPENSATION AND OTHER INFORMATION - Option Exercises and Holdings."
By Others
As of March 11, 2002 there were no known beneficial owners of more than
five percent (5%) of the outstanding shares of Common Stock.
Section 16(a) Beneficial Ownership Reporting Compliance
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, to the best knowledge of management of the
Corporation, during 2001 no directors, officers, or ten percent (10%) beneficial
shareholder 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 Corporation.
14
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The Board of Directors of Summit Bancshares, Inc. on January 15, 2001
approved consolidation of its two banking subsidiaries, Summit National Bank and
Summit Community Bank, N.A., to a unified structure to be named Summit Bank,
N.A.
As part of the internal reorganization, Jeffery M. Harp exited,
effective January 15, 2001, his positions with the organization in accordance
with a pre-existing and approved severance agreement. At the time Mr. Harp
exited the Corporation he was President and a director of the Corporation.
As part of the transition to a one bank charter, Philip E. Norwood, who
already served as Chairman of the Board of the Corporation and Chairman of the
Board and President of Summit Community Bank, N.A., was elected as Chairman,
President and Chief Executive Officer of the merged bank. He also assumed the
title of President of the Corporation.
Summary of Cash and Certain Other Compensation
The following table provides certain summary information concerning
compensation paid or accrued by the Corporation, to or on behalf of the two most
highly compensated executive officers of the Corporation, who were the only
executive officers of the Corporation, (determined as of the end of the last
fiscal year) (referred to in this Proxy Statement as the "Named Executive
Officers") for the fiscal years ended December 31, 1999, 2000 and 2001:
SUMMARY COMPENSATION TABLE
- -----------------------------------------------------------------------------------------------
Name and Annual Compensation All Other
Principal Position Salary Bonus Compensation
as of December 31, 2001 Year ($)(1 ($)(2) ($)(3)
- --------------------------------------------------------------------------------------------------------------------
Philip E. Norwood 2001 $221,458 $37,298 $4,119(4)
Chairman of the Board 2000 $227,812 $39,461 $3,464(4)
President & CEO of the Corporation 1999 $226,200 $34,198 $3,482(4)
Bob G. Scott 2001 $136,500 $19,884 $1,188(5)
Executive Vice President and Chief 2000 $130,000 $24,723 $1,188(5)
Operating Officer of the Corporation 1999 $125,000 $17,831 $ 504(5)
(1) Includes salary and directors' fees, if applicable.
(2) The bonus amounts were paid pursuant to the Corporation's Performance
Compensation Plans. (See detailed discussion beginning on page 20 of
this Proxy Statement under "Board Compensation and Benefits Committee
Report on Executive Compensation"). The amounts for 2001 were in
recognition of achievements performed in 2000. The amounts for 2000
were in recognition of achievements performed in 1999. The amounts for
1999 were in recognition of achievements performed in 1998.
15
(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 premium payments with respect to term life insurance and
dependent health coverage for the benefit of the Named Executive
Officer in the amounts of:
Dependent
Health
Term Life Coverage
Year Amount Amount
---- ------ ------
2001 $414 $3,705
2000 $414 $3,050
1999 $504 $2,978
(5) Consists of premium payments with respect to term life insurance and
dependent health coverage for the benefit of the Named Executive
Officer in the amounts of:
Term Life
Year Amount
---- ------
2001 $1,188
2000 $1,188
1999 $ 504
Option Exercises and Holdings
The following table provides information with respect to the Named
Executive Officers concerning the exercise of stock options during the last
fiscal year and unexercised stock options held as of the end of December 31,
2001:
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
December 31, 2001(#) December 31, 2001($)
-----------------------------------------------
Shares
Acquired on Value Realized ($)(1) Exercisable/ Exercisable/
Name Exercise (#) Unexercisable Unexercisable(2)
- ---------------------------------------------------------------------------------------------------------------------
Philip E. Norwood -0- -0- 3,000/12,000(3) -0-/-0-
Bob G. Scott 1,200 $21,684 35,500/6,800(4) $459,004/-0-
(1) Market value of underlying securities at exercise, minus the exercise price.
16
(2) Market value of underlying securities as of December 31, 2001 ($18.08),
minus the exercise price. These values, unlike the amounts set forth in
the column headed, "Value Realized", have not been, and may never be,
realized. The underlying options have not been, and may not be,
exercised. Actual gains, if any, on exercise will depend on the value
of the Company's stock on the date of exercise. There can be no
assurance that the value shown will be realized.
(3) These options are exercisable at $18.40 per share.
(4) Of these options 33,800 are exercisable at $4.50 per share and 1,700
are exercisable at $18.40 per share.
401(k) Plan
Effective December 1, 1997, the Corporation established a contributory
plan pursuant to Internal Revenue Code Section 401(k) covering substantially all
employees (the "401(k) Plan"). Each year the Corporation determines, at its
discretion, the amount, if any, of matching contributions. In 1997, 1998 and
1999, the Corporation did not make any matching contributions. For 2001 and 2000
the Board of Directors approved matching contributions of 100% of a participants
deferral of annual compensation up to and including 6% of annual compensation.
Also, the Board of Directors has approved the same matching contributions for
the year 2002.
17
Management Security Plan
Effective September 1992 the Board adopted a plan now known as the
Restated 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, including the
Corporation's Named Executive Officers, who contribute materially to the
continued growth, development and future business success of the Corporation.
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 upon
retirement, which shall not be less than the Retirement Benefit such participant
would otherwise have received had the participant retired at normal retirement
age.
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.
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 (i) 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 (ii)
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.
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) or has less than five (5) years of employment from date of enrollment
in the Security Plan or, in certain cases, employment, shall receive a pro-rated
portion of the benefit of the Retirement Benefit provided in the Security Plan
upon the earlier of the participant's death or attainment of normal retirement
age, if the Security Plan is in effect at that time (the "Deferred Termination
Benefit"). Any increase in benefit from that first established at date of
entering the Security Plan would be prorated relative to the years employed
under the Security Plan to the maximum years that served to retirement. Should a
participant be terminated for just cause or not remain employed at least five
(5)
18
years from enrollment in the Security Plan, such participant will not be
eligible for benefits. Mr. Norwood has met the requirement of service and has
been granted rights to receive the full benefits. Mr. Scott's benefits are
subject to proration should he leave the Corporation before retirement.
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. However, as to Mr. Norwood, the
Security Plan can not be terminated, amended, modified or supplemented except by
joint agreement between the Corporation and the participant.
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, or the Deferred Termination Benefit,
without proration, as described in the Security Plan.
The Corporation has entered into Security Plan Agreements with the Corporation's
Named Executive Officers:
Participant and Retirement
Position as of Date of Death Benefits Benefit
December 31, 2001 Agreement Year 1 Years 2-10 Years 1-15
----------------- --------- ------ ---------- ----------
Philip E. Norwood Jan. 1,1995 $180,500 $90,250 $72,000
Chairman of the Board,
President & Chief Executive
Officer
Bob G. Scott Sept. 1, 1995 112,000 56,000 36,000
Executive Vice President &
Chief Operating Officer
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
----------- ------
Philip E. Norwood $ 862,939
Bob G. Scott 842,957
Severance Agreement
Effective October 24, 2000, the Board adopted a Severance Agreement
("Agreements") with Mr. Norwood. The Agreement provides certain benefits to Mr.
Norwood in the event his employment is terminated for any reason other than for
cause, which is fully defined in the Agreement.
In the event of termination, other than for cause, Mr. Norwood would receive two
years' salary to be paid over that period. In addition to salary, Mr. Norwood
would also continue to receive certain insurance benefits for himself and his
family plus other perquisites, the same as he was receiving prior to
termination, for the same two year period.
As a condition to receiving the salary and benefits Mr. Norwood agrees to not
compete with the Corporation in Tarrant County or disclose any confidential,
proprietary or sensitive corporate information relating to the business of the
Corporation for the period that he receives compensation from the Corporation.
Also, pursuant to a related amendment to the Management Security Plan the
Corporation gave up the right to terminate, amend, modify or supplement the
Security Plan as it relates to Mr. Norwood.
This Agreement provides the Corporation with assurance that Mr. Norwood would
continue to serve as an executive of the Corporation or a successor in a change
of control situation.
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 filing.
As of December 31, 2001, the Compensation and Benefits Committee (the
"Committee") is comprised of the following non-employee members of the Board:
William W. Meadows (Chairman), Ronald J. Goldman, F.S. Gunn, Robert L. Herchert
and James L. Murray. Among other duties, the Committee makes recommendations to
the Board with regard to the remuneration of the executive officers and
directors of the Corporation.
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.
20
- 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 interests 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
organizations 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 and within a necessary and reasonable range.
(II) Performance Compensation Plan. The Board has approved a
Performance Compensation Plan (the "Plan") for use within the Corporation. The
Plan is administered by the Committee. The objective of the Plan is to create
competitive levels of compensation tied directly to the attainment of
performance objectives which the Committee believes are important for achieving
long-term shareholder value. The Plan rewards all employees based on the
attainment of certain goals of the Corporation. 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 supplemental 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 2001 included specific goals for growth,
profits, asset quality and operational productivity. In 2001, the Named
Executive Officers participated in the supplemental program for executive
officers of the Corporation.
All awards under the Plan are contingent on the Corporation 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
the deferral period is two 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. which was ratified by the shareholders of
the Corporation at the 1993
21
annual meeting. In 1997 the Board adopted the 1997 Incentive Stock Option Plan
of Summit Bancshares, Inc. which was ratified at the 1997 annual meeting. It is
the Corporation's philosophy that awarding stock options to officers of the
Corporation based upon their respective positions and contributions to the
Corporation's overall success will help attract and retain high quality,
results-oriented professionals committed to creating long-term shareholder
value. The activity for 2001 of these plans can be found in Note 12 to the
Financial Statements in the Annual Report to Shareholders.
(IV) Management Security Plan. Certain executive officers of the
Corporation 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 beginning
on page 18.
(V) Severance Agreement. A Severance Agreement has been structured for
one executive officer of the Corporation. This agreement is more fully described
in this proxy statement on page 20.
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.
22
2001 Compensation of the Chief Executive Officer
Mr. Norwood has served as chairman of the board, president and chief
executive officer of the Corporation and Summit Bank, N.A. from January 2001 to
present. Mr. Norwood's 2001 base salary was established by the Board of the
Corporation on the Committee's recommendation, which was based on a survey of
peer group institutions. Mr. Norwood participates in the Performance
Compensation Plan at the all employee level and the executive officer level.
Based on the performance of the Corporation and it's subsidiaries in 2001, he
earned an award of $31,226 of which 57% 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 January 2002.
This performance award was equal to 14% of Mr. Norwood's 2001 base salary.
In November 2001 the Committee granted options to the executive
officers of the Corporation and Mr. Norwood was granted an option to purchase
15,000 shares at a price of $18.40. These options vest ratably over the
following five years on the anniversary date of the grant. The Committee based
its decision on a review of comparative compensation levels within the market of
similar positions.
THE COMPENSATION AND BENEFITS COMMITTEE
OF THE BOARD OF DIRECTORS
William W. Meadows, Chairman
Ronald J. Goldman
F. S. Gunn
Robert L. Herchert
James L. Murray
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee of the Board of Directors of
the Corporation as it was constituted in 2001 was an officer or employee of the
Corporation, or, except for Mr. Murray and Mr. Gunn, the retired Chairman and
retired Vice Chairman of the Board of Directors of the Corporation,
respectively, was formerly an officer of the Corporation or had any
relationships requiring disclosure by the Corporation under Item 404 of
Regulation S-K. During 2001 no executive officer of the Corporation (i) served
as a member of the compensation committee (or other board committee performing
equivalent functions) of another entity, one of whose executive officers served
on the Compensation Committee of the Corporation, (ii) served as a director of
another entity, one of whose executive officers served on the Compensation
Committee of the Corporation, or (iii) was a member of the compensation
committee (or other board committee performing equivalent functions) of another
entity, one of whose executive officers served as a director of the Corporation.
23
Performance Graph
The following graph compares the cumulative total shareholder return on
the Common Stock of the Corporation with that of the CRSP Total Return Index
("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 ("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, 1996 in each of the Common Stock
of the Corporation, the stocks included in the Total Return Index for The NASDAQ
Stock Market (US) Index and the 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
[GRAPHIC OMITTED]
- -------------------------------------------------------------------------------------------------
At December 31, 1996 1997 1998 1999 2000 2001
- -------------------------------------------------------------------------------------------------
Summit Bancshares, Inc. $100.00 $188.85 $168.67 $171.62 $204.30 $176.05
- -------------------------------------------------------------------------------------------------
Total Return $100.00 $122.48 $172.68 $320.89 $193.01 $153.15
- -------------------------------------------------------------------------------------------------
Bank Stocks $100.00 $167.41 $166.33 $159.89 $182.38 $197.44
- -------------------------------------------------------------------------------------------------
24
CERTAIN TRANSACTIONS
Loans
Certain of the officers, directors and principal shareholders (and
their affiliates) of the Corporation have deposit accounts and other
transactions with the Corporation, including loans in the ordinary course of
business. All loans or other extensions of credit made by the Corporation to
officers, directors and principal shareholders of the Corporation, 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 Corporation expects 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.
Other Transactions
During the year ended 2001 the Corporation retained Barlow & Garsek, a
Professional Corporation, to perform legal services. Elliott S. Garsek, a
director of the Corporation, is a shareholder of Barlow & Garsek. Also in 2001,
the Corporation engaged Kelly, Geren & Searcy as real estate brokers or advisors
on certain real estate transactions. Byron B. Searcy, a director of the
Corporation, is the President and a shareholder of Kelly, Geren & Searcy.
ACTION TO BE TAKEN UNDER THE PROXY
The accompanying proxy will be voted "FOR" election of the nominees for
director and Proposal No. 2 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.
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 November 13, 2002 for inclusion in the
Corporation's Proxy Statement and accompanying proxy
25
relating to the next Annual Meeting of Shareholders. Any such proposals shall be
subject to the requirements of the proxy rules adopted under the Securities
Exchange Act of 1934, as amended. It is anticipated that the next Annual Meeting
of Shareholders will be held on or about April 15, 2003
ANNUAL REPORTS
FORM 10-K. A copy of the Corporation's 2001 Annual Report on Form 10-K,
including 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
2001 Annual Report to Shareholders. The Annual Report to Shareholders
of the Corporation for the Fiscal Year ended December 31, 2001, is enclosed with
this proxy statement. 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
By:
--------------------------------
Philip E. Norwood, Chairman of the Board,
President and CEO.
Fort Worth, Texas
March 13, 2002
26
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SUMMIT BANCSHARES, INC.
1300 SUMMIT AVE.
SUITE 604
FORT WORTH, TX 76123
VOTE BY INTERNET - WWW.PROXYVOTE.COM
Use the Internet to transmit your voting instructions and for electronic
delivery of information up until 11:59 P.M. Eastern Time the day before the
cut-off date or meeting date. Have your proxy card in hand when you access the
web site. You will be prompted to enter your 12-digit Control Number which is
located below to obtain your records and to create an electronic voting
instruction form.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59
P.M. Eastern Time the day before the cut-off date or meeting date. Have your
proxy card in hand when you call. You will be prompted to enter your 12-digit
Control Number which is located below and then follow the simple instructions
the Vote Voice provides you.
VOTE BY MAIL
Mark, sign, and date your proxy card and return it in the postage-paid envelope
we have provided or return it to Summit Bancshares, Inc., c/o ADP, 51 Mercedes
Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: SUMMIT KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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SUMMIT BANCSHARES, INC.
------
1. ELECTION OF DIRECTORS- FOR WITHHOLD FOR ALL |
Nominees: 01) D. Jerrell Farr, 02) Elliott S. Garsek, 03) Ronald J. ALL ALL EXCEPT |
Goldman, 04) F.S. Gunn, 05) Robert L. Herchert, 06) Jay J. Lesok, 07) |
William W. Meadows, 08) James L. Murray, 09) Philip E. Norwood, 10) Byron [ ] [ ] [ ]
B. Searcy and 11) Roderick D. Stepp.
To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.
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VOTE ON PROPOSALS FOR AGAINST ABSTAIN
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, 2002, as described in
PROPOSAL NO. 2 of the Proxy Statement dated March 13, 2002.
3. OTHER BUSINESS. In their discretion, upon such other business as may [ ] [ ] [ ]
properly come before the meeting, or any adjournment or adjournments
thereof.
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.
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| | | | | |
| | | | | |
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Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
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SUMMIT BANCSHARES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE CORPORATION
FOR ANNUAL MEETING OF SHAREHOLDERS
APRIL 16, 2002
The undersigned hereby constitutes and appoints James L. Murray, F.S. Gunn
and Elliott S. Garsek, and each of them, proxies with full power of substitution
to vote, as directed on the reverse side, 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 11, 2002, at the Annual Meeting of Shareholders
to be held at Fort Worth Botanic Garden, 3220 Botanic Garden Boulevard, Fort
Worth, Texas, at 3:30 p.m. on April 16, 2002, and at any adjournment or
adjournments thereof.
THIS PROXY, WHEN PROPERLY EXECUTED AND RETURNED, WILL BE VOTED AS DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" ALL THE NOMINEES LISTED ON THE REVERSE SIDE, "FOR" PROPOSAL NO.
2, AND, IN THE DISCRETION OF THE PERSONS 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 them, or their substitutes, may do by virtue hereof. In addition, receipt of
the 2001 Annual Report, the Notice of Annual Meeting and the Proxy Statement of
Summit Bancshares, Inc. dated March 13, 2002, is hereby acknowledged.
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