1
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)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
FOOTHILL INDEPENDENT BANCORP
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------------------
2
[FOOTHILL INDEPENDENT BANCORP LOGO]
FOOTHILL INDEPENDENT BANCORP
April 3, 2001
Dear Stockholder:
The Board of Directors joins me in extending to you a cordial invitation to
attend the Annual Meeting of Stockholders of Foothill Independent Bancorp (the
"Company") which will be held on Tuesday, May 8, 2001, at 4:30 P.M., at THE
GLENDORA COUNTRY CLUB, 310 S. AMELIA AVENUE, Glendora, California.
The attached Notice of Annual Meeting and Proxy Statement describes in
detail the matters to be acted on at the meeting. We also will discuss the
operations of the Company and its wholly-owned subsidiary, Foothill Independent
Bank. Your participation in Company activities is important, and we hope you
will attend.
Whether or not you plan to attend the meeting, please be sure to complete,
sign, date and return the enclosed proxy card in the accompanying postage-paid
reply envelope, or vote by telephone or the Internet, so that your shares may be
voted in accordance with your wishes. Returning the enclosed proxy will not
prevent you from voting in person if you choose to attend the Annual Meeting.
Sincerely,
George E. Langley
President and Chief Executive Officer
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
510 South Grand Ave. [ ] Glendora, California 91741 [ ] (626) 963-8551 [
] (909) 599-9351
3
FOOTHILL INDEPENDENT BANCORP
510 SOUTH GRAND AVENUE
GLENDORA, CALIFORNIA 91741
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 8, 2001
NOTICE TO THE STOCKHOLDERS OF FOOTHILL INDEPENDENT BANCORP:
The 2001 Annual Meeting of Stockholders of Foothill Independent Bancorp
(the "Company") will be held at THE GLENDORA COUNTRY CLUB, 310 S. AMELIA AVENUE,
Glendora, California, on Tuesday, May 8, 2001, at 4:30 P.M., for the following
purposes:
1. To elect Richard Galich, William V. Landecena, and O. L. Mestad as
the Class III Directors of the Company for a term of three years ending at
the Annual Meeting of Stockholders to be held in 2004; and
2. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
Director Nominations. The Company's Bylaws provide that any
stockholder entitled to vote in the election of directors generally may
nominate one or more persons for election as directors at an Annual Meeting
of Stockholders, but only if written notice of the stockholder's intent to
make the nomination(s) has been received by the Secretary of the Company
not less than sixty (60) nor more than ninety (90) days prior to (i) the
first anniversary of the preceding year's annual meeting of stockholders or
(ii) such other date on which the Annual Meeting of Stockholders is to be
held provided that a public announcement of that other date is given to the
stockholders in advance.
Any such notice must include the following information: (i) the name
and address of the nominating stockholder and of the person or persons to
be nominated; (ii) a representation that the stockholder is a holder of
record of stock of the Company entitled to vote and intends to appear in
person or by proxy at the Annual Meeting to nominate the person or persons
specified in the notice; (iii) a description of all arrangements or
understandings between the nominating stockholder or any person that
directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such stockholder (an
"Affiliate" of the nominating stockholder) or any nominee and any other
person or persons (naming such person or persons) relating to the
nomination or nominations proposed by that stockholder; (iv) the class,
series and number of the Company's shares that are owned by the nominating
stockholder and those owned by his or her proposed nominees and by any
other stockholders known by the nominating stockholder to be supporting
such nominees as of the date of such stockholder's notice; (v) such other
information regarding each nominee proposed by such stockholder as would be
required to be included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission; and (vi) the written
consent of each nominee to serve as a director of the Company if so
elected. Any stockholder who desires to nominate one or more persons for
election as directors at an Annual Stockholders Meeting is also required to
comply with all applicable requirements of the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder.
The Bylaws further provide that the Chairman of the Annual Meeting may
disregard any nominations made other than in compliance with the above
requirements.
The 2002 Annual Meeting of Stockholders is scheduled to be held on May
14, 2002. Accordingly, stockholders desiring to nominate candidates for
election at that Meeting will be required to provide the Company with the
notice and information required by the above procedures by no later than
March 15, 2002 and no earlier than February 13, 2002.
4
Only stockholders of record at the close of business on March 23, 2001 are
entitled to notice of and to vote at the Annual Meeting or any adjournment or
postponement thereof.
By order of the Board of Directors
George E. Langley
President and Chief Executive Officer
April 3, 2001
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING, YOU SHOULD COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY.
Returning the enclosed proxy will not prevent you from voting in person if you
choose to attend the Annual Meeting.
5
FOOTHILL INDEPENDENT BANCORP
510 SOUTH GRAND AVENUE
GLENDORA, CALIFORNIA 91741
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 8, 2001
------------------------
INTRODUCTION
This Proxy Statement is furnished to you in connection with the
solicitation of proxies by the Board of Directors of Foothill Independent
Bancorp, a Delaware corporation (the "Company"), for use at the 2001 Annual
Meeting of Stockholders to be held on Tuesday, May 8, 2001, at 4:30 P.M., at The
Glendora Country Club, 310 S. Amelia Avenue, Glendora, California, and at any
adjournment or postponement thereof (the "Annual Meeting"). This Proxy Statement
and the accompanying proxy card are first being mailed to stockholders on or
about April 3, 2001.
Any stockholder who executes a proxy retains the right to revoke it at any
time before it is voted. You may revoke or supersede your proxy by signing a
proxy with a later date, or by giving written notice of revocation to the
Secretary of the Company, 510 South Grand Avenue, Glendora, California 91741,
prior to or at the Annual Meeting, or by attending the Annual Meeting and voting
in person. A proxy, when executed and not revoked, will be voted in accordance
with the instructions given in the proxy. If you do not specify a choice in the
proxy, the proxy will be voted "FOR" the nominees for election of directors
named in this Proxy Statement.
VOTING SECURITIES
The shares of common stock constitute the only class of outstanding voting
securities of the Company. Only the stockholders of the Company of record as of
the close of business on March 23, 2001 (the "Record Date") are entitled to
notice of and to vote at the Annual Meeting or any adjournment or postponement
thereof. As of March 23, 2001, there were 5,218,090 shares of common stock
outstanding and entitled to vote. A majority of the outstanding shares will
constitute a quorum at the Annual Meeting. Stockholders who withhold authority
to vote on the election of directors or abstain on any proposal, and broker
non-votes, will be counted in determining the presence of a quorum. However,
under Delaware law the three candidates that receive the highest number of votes
will be elected and, as a result, shares as to which the authority to vote has
been withheld and broker non-votes will have no effect on the outcome of the
election of directors. You are entitled to one vote for each share held as of
the Record Date; and in the election of directors there is no cumulative voting.
As a result each stockholder will be entitled, for each share of common stock
that he or she owns, to cast one vote for a single nominee for each of the
positions on the Board of Directors standing for election.
SOLICITATION
We will pay the costs of soliciting proxies from our stockholders, and plan
on soliciting proxies by mail. In order to ensure adequate representation at the
Annual Meeting, directors, officers and employees (who will not receive any
additional compensation) of the Company or its wholly-owned subsidiary, Foothill
Independent Bank (the "Bank"), may communicate with stockholders, brokerage
houses and others by telephone, telegraph or in person, to request that proxies
be furnished. We will reimburse banks, brokerage houses, custodians, nominees
and fiduciaries for their reasonable expenses in forwarding proxy materials to
the beneficial owners of the Company's shares.
6
PRINCIPAL STOCKHOLDERS
Set forth below is certain information as of March 23, 2001 regarding the
number of shares of the Company's common stock owned by (i) each person who we
know owns more than 5% of the outstanding shares of common stock of the Company,
(ii) each director and nominee for director, (iii) each of the current executive
officers of the Company who are named in the Summary Compensation Table, and
(iv) all of the current directors and executive officers as a group.
AMOUNT AND NATURE OF
NAME BENEFICIAL OWNERSHIP PERCENT OF CLASS
---- -------------------- ----------------
William V. Landecena........................... 369,673(1)(2)(3) 7.0%
O. L. Mestad................................... 279,403(2)(3) 5.2%
George E. Langley.............................. 231,166(2)(3) 4.3%
Richard Galich................................. 141,102(2)(3) 2.7%
Donna Miltenberger............................. 131,421(2)(3) 2.5%
Max Williams................................... 84,764(2)(3) 1.6%
George Sellers................................. 38,481(2)(3) *
All Directors and Executive Officers of the
Company as a group (8 in number)............. 1,311,790(4) 23.0%
- ---------------
(1) Includes shares held in several trusts established by Mr. Landecena of which
he is a trustee.
(2) Includes shares of common stock subject to outstanding stock options
exercisable during the 60-day period ending May 22, 2001, as follows: Mr.
Landecena -- 83,488 shares; Dr. Mestad -- 86,703 shares; Mr.
Langley -- 113,272; Dr. Galich -- 19,000 shares; Ms. Miltenberger -- 74,405;
Mr. Williams -- 66,071 shares; and Mr. Sellers -- 19,000 shares.
(3) Each of the directors and officers named in the table is a partner in a
partnership that owns, of record, 100,000 shares of the Company's common
stock. Included in the beneficial ownership total of each of those directors
and officers is 11,111 shares, which is the number of such shares that each
of them owns beneficially. Each of those directors and officers,
individually, disclaims beneficial ownership of the other shares held by the
partnership. The remainder of the shares owned of record by the partnership
are beneficially owned by other individuals.
(4) Includes an aggregate of 479,543 shares of common stock subject to
outstanding stock options exercisable during the 60-day period ending May
22, 2001 and a total of 83,333 of the 100,000 shares held by the partnership
referenced in footnote (3) above.
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
At the Annual Meeting, stockholders will vote on the election of Richard
Galich, William V. Landecena, and O. L. Mestad as the Class III Directors of the
Company to serve for a term of three years ending at the Annual Meeting of
Stockholders to be held in 2004 and until their successors are elected and
qualified.
The Board of Directors has instructed the named holders of the proxies
received in response to this solicitation to vote the shares represented by
those proxies FOR the election of the three Class III Nominees named above,
unless a contrary instruction is given in the proxy. All of the nominees and
directors named below are incumbent directors of the Company. All of the
nominees were previously elected to the Board of Directors by the stockholders,
except Richard Galich who was appointed by the Board of Directors in 1998 to
fill a vacancy on the Board. Each of the nominees named below also serves as a
director of the Bank.
Under Delaware law, the three nominees receiving the highest number of
votes will be elected as directors at the Annual Meeting. As a result, proxies
voted to "Withhold Authority," which will be counted, and broker non-votes,
which will not be counted, will have no practical effect.
2
7
If any nominee becomes unavailable to serve on the Board of Directors of
the Company for any reason before the election, then the enclosed proxy will be
voted for the election of such substitute nominee or nominees, if any, as shall
be designated by the Board of Directors. The Board of Directors has no reason to
believe that any of the nominees will be unavailable to serve.
The names and certain information concerning the three nominees and the
current directors are set forth below. YOUR BOARD OF DIRECTORS RECOMMENDS THAT
YOU VOTE "FOR" THE ELECTION OF THE CLASS III NOMINEES NAMED BELOW.
DIRECTOR
NAME AND POSITION AGE SINCE(1) PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
----------------- --- -------- ---------------------------------------------
CLASS III DIRECTOR-NOMINEES
Richard Galich 61 1998 Dr. Galich is a doctor of
Director of the Company and Otolaryngology -- Head and Neck Surgery with
the Bank a Bachelors degree from Indiana University
and Doctor of Medicine from Loyola
University/Chicago, Illinois. Since 1972, Dr.
Galich has been in private practice in the
east San Gabriel Valley in Southern
California. Dr. Galich served as Chairman of
the Board at San Dimas Community Hospital and
Chief of Medical Staff for Foothill
Presbyterian Hospital. He is a Fellow,
American College of Surgeons and American
Academy of Otolaryngology -- Head and Neck
Surgery.
William V. Landecena 76 1973 Mr. Landecena has been a director of the
Chairman of the Board of Company and the Bank since their inception.
Directors and a Director of Prior to 1981, Mr. Landecena owned and
the Company and the Bank operated Arrow Meat Company located in
Upland, California. Since 1981, Mr. Landecena
has been a private investor and manager,
primarily in the Inland Empire area. Mr.
Landecena is active in the Upland YMCA where
he serves on the Board and is Chairman of the
building committee. He is a charter member
(1965) of the Upland Foothill Kiwanis and has
been a volunteer SCORE (Service Corp of
Retired Executives) Counselor for the U. S.
Small Business Administration for 8 years.
O. L. Mestad 78 1973 Dr. Mestad has been a director of the Company
Director of the Company and and the Bank since their inception and served
the Bank as Chairman of the Board of the Bank for
eight of those years. Dr. Mestad was engaged
in the private practice of dentistry for 30
years, retiring in 1983. During that time,
Dr. Mestad served on numerous community and
professional boards. Currently, Dr. Mestad is
Chairman of the Board of Foothill
Presbyterian Hospital, a member of the board
of directors of Citrus Valley Health
Partners, and a trustee of the Governance
Forum of the California Hospital Association.
3
8
DIRECTOR
NAME AND POSITION AGE SINCE(1) PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
----------------- --- -------- ---------------------------------------------
DIRECTORS CONTINUING IN OFFICE
CLASS I DIRECTORS
George E. Langley 60 1980 Mr. Langley has served as President and Chief
President, Chief Executive Executive Officer of the Company and the Bank
Officer and a Director of the since 1992. From 1976 when he joined the Bank
Company and Bank until 1992, Mr. Langley served as an
Executive Vice President, Chief Financial
Officer and Secretary of the Company and the
Bank. Mr. Langley has served on numerous
community and professional boards throughout
his career and currently serves on the Boards
of the Glendora Public Library Friends
Foundation and Casa Colina, Inc.
Max Williams 57 1995 Mr. Williams is a licensed architect with a
Director of the Company and Bachelor's degree in Architecture and a
the Bank Master's degree in Urban and Regional
Planning. He is, and since 1982 has been, the
owner and president of his own architectural
firm. Prior to 1982, Mr. Williams was
employed as an architect by independent real
estate development and architectural firms,
including Lewis Development, William L
Pereira Architects and Gruen Associates. Mr.
Williams also is a member and a past
president of the Inland California Chapter,
of the American Institute of Architects.
CLASS II DIRECTORS
Donna Miltenberger 45 1998 Ms. Miltenberger has served as Executive Vice
Executive Vice President, President and Chief Operating Officer of the
Chief Operating Officer and Company and the Bank since 1997. From 1992 to
Director of the Company and 1997, Ms. Miltenberger served in various
the Bank executive capacities, including Executive
Vice President and Chief Administrative
Officer, with the Company and the Bank. Prior
to joining Foothill, Ms. Miltenberger served
as Executive Vice President for CVB Bancorp
and Chino Valley Bank. During Ms.
Miltenberger's 28-year career, she has served
on boards of various community and
professional organizations and is currently a
board member of Ronald McDonald House.
George Sellers 61 1998 Mr. Sellers is an accountant and enrolled
Director of the Company and agent licensed to practice before the
the Bank Internal Revenue Service. Mr. Sellers has
owned Merchants Bookkeeping since 1974 which
provides various accounting and tax services
to local businesses, non-profit
organizations, and individuals located
primarily in the greater San Gabriel Valley
and the Inland Empire. Mr. Sellers has served
on several community boards during the past
30 years, including the American Youth Soccer
Organization, and currently is a member in
the West End Service Club and Upland Foothill
Kiwanis.
- ---------------
(1) All dates are the dates when the named individuals first became directors of
the Bank, the Company's predecessor and wholly owned subsidiary.
(2) There are no family relationships among any of the directors or executive
officers of the Company.
4
9
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company held 17 meetings during the year
ended December 31, 2000. Each incumbent Director attended at least 75% of the
aggregate of the number of meetings of the Board and the number of meetings held
by all committees of the Board on which he or she served.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based upon information made available to the Company, the Company believes
that all filing requirements under Section 16(a) of the Securities Exchange Act
of 1934 applicable to its directors, officers and any persons holding 10 percent
or more of the Company's common stock were satisfied with respect to the
Company's fiscal year ended December 31, 2000.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company has a standing Audit Committee. The
Board of Directors of the Bank, rather than that of the Company, has established
a standing Compensation Committee, because the Company's executive officers are
also the Bank's executive officers and they devote substantially all of their
time managing the operations of the Bank which, as a result, also pays their
compensation.
The Audit Committee is comprised of five directors selected by the Board of
Directors. The members of the Audit Committee are Richard Galich, William V.
Landecena, O. L. Mestad, George Sellers, who are directors of the Company, and
Douglas Tessitor, who is a director of the Bank. None of the members of the
Audit Committee are or have been officers or employees of the Company or the
Bank and in all other respects meet the qualifications prescribed by the rules
of NASDAQ for members of audit committees. The Committee operates under a
written charter adopted by the Board of Directors, a copy of which is attached
as Appendix A, which contains a description of its responsibilities. The Audit
Committee held four meetings during the year ended December 31, 2000.
The Compensation Committee is comprised of five directors selected by the
Board of Directors of the Bank. The members of the Committee are Richard Galich,
William V. Landecena, George E. Langley, O. L. Mestad, and George Sellers. The
Compensation Committee makes determinations with respect to compensation to be
paid to the officers and other key employees of the Bank and is responsible for
establishing compensation and fringe benefit programs for the employees of the
Bank. Mr. Langley does not participate in the Committee's deliberations or
decisions with respect to his compensation. The Compensation Committee held five
meetings during the year ended December 31, 2000.
The Company does not have a nominating committee. Instead, the Board of
Directors, as a whole, identifies and screens candidates for membership on the
Boards of Directors of the Company and the Bank.
Any stockholder who desires the Board of Directors to consider any person
for nomination as a candidate for election to the Board of Directors at the 2002
Annual Meeting may send a written notice to the Secretary of the Company by no
later than March 15, 2002, at the Company's principal executive offices, that
identifies the proposed nominee or nominees and contains the same information as
is set forth in the description of the Nomination Procedures contained in the
Notice of Annual Meeting of Stockholders that accompanies this Proxy Statement.
The Notice of Annual Meeting of Stockholders also contains a description of the
procedures by which stockholders may make nominations at an Annual Meeting of
Stockholders, which includes the giving of prior written notice to the Company
of an intention to do so, together with information called for by those
procedures.
5
10
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth compensation received in each of the fiscal
years in the three year period ended December 31, 2000, by the Company's Chief
Executive Officer, and the other executive officers whose aggregate cash
compensation for services rendered to the Company in all capacities in 2000
exceeded $100,000 (collectively, the "Named Officers"):
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION -------------
------------------------------- STOCK OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($)(1) (SHARES) COMPENSATION
--------------------------- ---- --------- ----------- ------------- ------------
George E. Langley........................ 2000 $295,300(2) $ 78,342 20,000 $32,581(3)
President and Chief Executive Officer 1999 269,939(2) 135,785 25 29,017(3)
of the Company and the Bank 1998 269,695(2) 124,242 0 26,688(3)
Donna Miltenberger....................... 2000 199,302(4) 48,185 0 8,175(5)
Executive Vice President and Chief 1999 191,114(4) 86,160 10,025 5,966(5)
Operating Officer of the Company 1998 166,012 79,328 10,000 4,300(5)
and the Bank
Tom Kramer(6)............................ 2000 168,663 17,456 0 25,256(7)
Executive Vice President, 1999 167,101 28,771 25 20,301(7)
Chief Credit Officer and Secretary of 1998 158,303 76,404 0 17,061(7)
the
Company and the Bank
- ---------------
(1) Bonus were paid pursuant to annual incentive compensation programs
established during each of the years presented for all employees of the
Bank, including the Bank's executive officers. Under this program,
performance goals, relating to such matters as deposit and loan growth,
improvements in loan quality and profitability were established each year.
Incentive compensation, in the form of cash bonuses, was awarded based on
the extent to which the Bank achieved or exceeded the performance goals.
(2) Includes directors' fees paid to Mr. Langley by the Company and the Bank in
each year presented.
(3) Includes above-market earnings of $23,789, $20,749 and $18,508 accrued in
2000, 1999, and 1998, respectively, on compensation deferred in the years
1985 through 1988 under a deferred compensation plan in effect during that
period designed to provide retirement benefits for officers and other key
management employees (the "1985 Deferred Compensation Plan") and employer
contributions to the Company's 401(k) Plan (the "401k Plan") of $8,792 in
2000, $8,268 in 1999 and $8,180 in 1998.
(4) Includes director's fees paid to Ms. Miltenberger by the Company and the
Bank in 2000 and 1999 and in the last three months of 1998.
(5) Includes employer contributions to Ms. Miltenberger's account in the 401k
Plan of $8,175 in 2000, $5,966 in 1999 and $4,300 in 1998.
(6) Mr. Kramer ceased being an executive officer of the Company and the Bank
effective as of January 31, 2001, but remains employed by the Bank to
perform special loan projects.
(7) Includes above-market earnings of $16,753, $14,555 and $12,920 accrued in
2000, 1999 and 1998, respectively, on compensation deferred in 1985 through
1988 by Mr. Kramer under the 1985 Deferred Compensation Plan and employer
contributions to the 401k Plan of $8,503 in 2000, $5,746 in 1999 and $4,141
in 1998.
6
11
STOCK OPTIONS
Option Grants in 2000. George Langley was granted an option to purchase a
total of 20,000 shares of common stock in fiscal 2000, which represented
approximately 31% of the of the total number of shares subject to option grants
to all employees of the Company as a group in 2000. No other of the Named
Officers was granted options in fiscal 2000. The exercise price of the options
granted to Mr. Langley was $10.125 per share, which was the closing price of the
Company's shares on the date of grant. The potential realizable value of those
options, assuming compounded rates of growth of the Company's stock price of 5%
and 10% per year over the ten year term of the options, would be $180,290 and
$407,029, respectively. However, use of those growth rates is arbitrary and
there is no assurance that the values that may be realized by Mr. Langley on
exercise of those options will be at or near those amounts.
FISCAL YEAR-END OPTION VALUES. None of the Named Officers exercised any
options in 2000. The following table provides information with respect to the
value of unexercised "in-the-money" options held by the Named Officers as of
December 31, 2000.
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT FY-END(#) OPTIONS AT FY-END($)
---------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
George E. Langley.......................... 103,396 10,124 $487,115 $16,452
Donna Miltenberger......................... 66,789 7,616 211,028 0
Tom Kramer................................. 58,976 0 311,362 0
- ---------------
(1) The average of the high and low prices of the Company's common stock on
December 31, 2000 on the NASDAQ National Market System was $11.75.
EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL AGREEMENTS
Mr. Langley is employed as the Bank's President and Chief Executive Officer
pursuant to an employment agreement which became effective October 1, 2000 and
expires September 30, 2003. Under that agreement, Mr. Langley receives a base
annual salary of $270,000 and is entitled to participate in any bonus or
incentive compensation programs and other employee benefit plans generally made
available to executives and key employees of the Bank. The Bank also has agreed
to furnish Mr. Langley with the use of an automobile and to provide him with
certain supplemental insurance benefits. Under the employment agreement, the
Bank may terminate Mr. Langley's employment at any time prior to its expiration
without cause. In that event, Mr. Langley's salary, bonuses and other benefits
would be continued for a period of three years measured from the September 30
immediately following such termination. In the event of Mr. Langley's death
while employed as the Bank's President and Chief Executive Officer, salary and
bonuses would cease, but the Bank would be obligated to continue the dependent
health and dental insurance coverage for Mr. Langley's wife for a period of
three years thereafter. If Mr. Langley's employment is terminated for cause, by
reason of resignation or his disability, and Mr. Langley, during the period
ending on the later of September 30, 2003 or the first anniversary of the
effective date of such termination, refrains from accepting employment from, and
from providing consulting or advisory services to, any competing banking or
depository institution, then for such period all life, medical, dental and
disability insurance programs in which Mr. Langley was participating at that
time will be continued for that period.
Mr. Langley also has a severance compensation agreement with the Bank. That
agreement provides that if there is a change in ownership of the Company or the
Bank, whether by acquisition of shares, merger or sale of assets, and following
such change in control, Mr. Langley's employment is terminated without cause, or
if Mr. Langley terminates his employment due to a reduction in his compensation
or the scope of his authority or duties, Mr. Langley shall receive a payment
equal to the sum of (i) an amount equal to three times the highest base salary
paid to Mr. Langley during the twelve month period prior to such termination,
(ii) an amount equal to the bonuses that would have been paid to Mr. Langley
under any applicable incentive compensation plans, assuming all performance
goals established under such plans had been met and (iii) an amount equal to the
difference between the exercise price and the fair market value of all shares
subject to
7
12
vested and unvested stock options held by Mr. Langley. In addition, upon such
termination following a change in control of the Bank or the Company, Mr.
Langley's benefits would be continued for a period of three years from the date
of termination.
The Bank has a severance compensation agreement with Ms. Miltenberger that
is substantially similar to the Langley severance compensation agreement.
DIRECTORS' FEES
During fiscal 2000 the Bank paid the Chairman of the Board of Directors
$2,145 per month and each other director, including Mr. Langley and Ms.
Miltenberger, $1,705 per month in directors' fees for services and attendance at
Board and committee meetings, and each director received $540 per month as
reimbursement for health insurance premiums.
DEFERRED COMPENSATION PLANS
Effective January 1, 1985, the Bank adopted the 1985 Deferred Compensation
Plan, a voluntary unfunded deferred compensation plan which permitted selected
key, salaried employees of the Bank to defer receipt of a portion of their
annual salaries and bonuses that would otherwise have been paid during a four-
year period ended December 31, 1988. The 1985 Deferred Compensation Plan
provided participants the opportunity to receive supplemental retirement
benefits in an amount determined on the basis of the amount of salary deferred
annually over that four-year period and the participant's age at the time of
participation. The supplemental retirement benefits will be payable over ten
years commencing on the participant's retirement date, except that if the
participant dies prior thereto, his or her beneficiaries will receive a death
benefit, in lieu of the retirement benefit, over a ten year period. The benefit
payments are not subject to any reduction for Social Security benefits or other
offset amounts. A total of 19 employees, including Messrs. Langley and Kramer,
participated in the 1985 Deferred Compensation Plan.
The Bank has purchased life insurance on employees participating in the
1985 Deferred Compensation Plan in amounts that, in the aggregate, are expected,
on an actuarial basis, to fund all of its future obligations under this plan.
The Bank is the owner and sole beneficiary of the life insurance. Thus, no
direct allocation of cost is made to any one employee and no amount attributable
to the expenses of the 1985 Deferred Compensation Plan is included in the
Summary Compensation Table set forth above. Earnings on amounts in each
participant's account accrue at an annual fixed rate. It is estimated that,
under this Plan, Mr. Langley will receive approximately $127,500 per year over
the ten-year period following his retirement, and Mr. Kramer will receive
approximately $140,000 per year for ten years following his retirement.
Under another deferred compensation plan presently in effect, officers and
other key employees are entitled, prior to the beginning of each fiscal year, to
elect to defer a portion of their annual salary in the upcoming year under
annually established unfunded deferred compensation programs designed to provide
for each participating employee a supplemental retirement benefit in an amount
based on the salary deferred and earnings thereon.
CERTAIN TRANSACTIONS
The Bank has had, and in the future may have, banking transactions in the
ordinary course of its business with directors, principal stockholders and their
associates, including the making of loans to directors and their associates.
Such loans and other banking transactions are made on the same terms, including
interest rates and collateral securing the loans, as those prevailing at the
time for comparable transactions with unaffiliated persons. In addition, such
loans are made only if they do not involve more than the normal risk of
collectibility and do not present other unfavorable features.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Members of the Compensation Committee of the Board of Directors in 2000
were, Richard Galich, William V. Landecena, O. L. Mestad, George Sellers, all of
whom are non-employee Directors of the
8
13
Company and the Bank, and George E. Langley, the President and Chief Executive
Officer of the Company and the Bank.
Mr. Langley's primary role on the Compensation Committee is to provide
input on the performance of the Company's other executive officers and key
management employees, and Mr. Langley does not participate in the deliberations,
and he does not vote on decisions, regarding his compensation.
No executive officer of the Company served on the board of directors or
compensation committee of any entity which has one or more executive officers
serving as members of the Company's Board of Directors or Compensation
Committee.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee is responsible for approving, and evaluating the
efficacy of, compensation policies and programs for the Bank, which employs all
of the Company's executive officers, and for making determinations regarding the
compensation of the Company's executive officers, subject to review by the full
Board of Directors.
The following report is submitted by the Compensation Committee members
with respect to the executive compensation policies established by the
Compensation Committee and approved by the Board of Directors of the Bank and
the compensation of executive officers in the fiscal year ended December 31,
2000.
COMPENSATION POLICIES AND OBJECTIVES
In adopting, and also evaluating the effectiveness of, compensation
programs for executive officers, as well as other employees of the Bank, the
Compensation Committee is guided by three basic principles:
- The Company and the Bank must be able to attract and retain
highly-qualified and experienced banking professionals with proven
performance records.
- A substantial portion of annual executive compensation should be tied to
the Bank's performance, measured in terms of profitability, asset growth
and asset quality.
- The financial interests of the Company's senior executives should be
aligned with the financial interests of the stockholders, primarily
through stock option grants which reward executives for improvements in
the market performance of the Company's common stock.
ATTRACTING AND RETAINING EXECUTIVES AND OTHER KEY EMPLOYEES
There is substantial competition among banks and other financial
institutions and service organizations for qualified banking professionals. In
order to retain executives and other key employees, and to attract additional
well-qualified banking professionals when the need arises, the Company strives
to offer salaries and health care, retirement and other employee benefit
programs to its executives and other key employees which are competitive with
those offered by other banks and financial services organizations in California.
In establishing salaries for executive officers, the Compensation Committee
reviews (i) the historical performance of the executives; and (ii) available
information regarding prevailing salaries and compensation programs at banks and
other financial organizations which are comparable, in terms of asset-size,
capitalization and performance, to the Bank. Another factor which is considered
in establishing salaries of executive officers is the cost of living in Southern
California, which generally is higher than in other parts of the country.
CEO COMPENSATION
The Bank has followed the practice of entering into multi-year employment
agreements with its Chief Executive Officer. Such agreements serve to assure
continuity in that position and to deter competing banks from attempting to hire
away the Bank's Chief Executive Officer.
9
14
In October 2000, the Bank entered into an employment agreement with George
Langley, the Company's Chief Executive Officer, which extends his employment
until September 30, 2003. See "COMPENSATION OF EXECUTIVE OFFICERS -- Employment
Agreements and Change of Control Agreements" for a description of Mr. Langley's
compensation under that Agreement. The decision to enter into a multi-year
employment agreement with Mr. Langley was based on a number of factors,
including the Bank's performance during his tenure as Chief Executive Officer,
Mr. Langley's long tenure with the Bank for which he has served as an executive
officer since 1976, and the continuity and stability of management that Mr.
Langley's retention as Chief Executive Officer provides to both the Company and
the Bank.
PERFORMANCE-BASED COMPENSATION
The Compensation Committee believes that payment of compensation in excess
of a senior executive's base salary should be dependent on the level of
profitability achieved by the Bank and its comparative performance as measured
against the performance of other banking institutions of comparable size in
Northern and Southern California ("Peer-Group Banks").
The Compensation Committee has identified several performance factors which
affect a bank's profitability and which the Compensation Committee believes are
important to the enhancement of stockholder value. These include asset growth;
the quality and collectibility of the Bank's assets, which consist primarily of
loans and investment securities; the volume and mix of deposits, which affect
the Company's net interest margin or "spread" and also its fee income; and the
level of non-interest expense. On the basis primarily of evaluations of the
prior year's operations, and economic and market conditions in the Bank's
service areas and management reports, at the beginning of each fiscal year the
Board of Directors establishes annual performance goals for the Bank in each of
these areas, and assigns "weights" to these performance factors in terms of
their anticipated impact on the Bank's earnings. The Board of Directors also
establishes an earnings goal for the year. A percentage (determined by the
Compensation Committee and approved by the Board at the beginning of the fiscal
year) of the higher-than-average earnings achieved by the Bank are set aside as
a pool from which bonuses are paid. The amount of the bonuses that are paid from
that pool, in turn, is based on the extent to which the Bank has achieved or
exceeded the goals in each of the performance areas described above and the
allocation of the bonuses among Executive Officers and other management
employees depends on an assessment by the Compensation Committee of the
contribution that they made to the Company's achievement of the performance
goals established for the year in question.
As a result of these performance-based bonus programs, as a general rule
executive compensation will be higher and the proportion of each executive's
total cash compensation that is represented by incentive or bonus compensation
will increase in those years when performance goals are exceeded. Although the
Company's earnings increased and its return on average equity and average assets
improved in 2000, as compared to 1999, the Bank did not meet all of the 2000
performance goals established by the Compensation Committee and, as a result,
bonuses awarded for 2000 were lower than those awarded in 1999.
The Board of Directors has established a similar incentive plan for the
year ending December 31, 2001.
10
15
STOCK PROGRAMS
In order to align the financial interests of senior executives and other
key employees with those of the stockholders, the Company grants stock options
to its senior executives and other key employees on a periodic basis. Stock
option grants reward senior executives and other key employees for performance
that results in improved market performance of the Company's stock, which
directly benefits all stockholders. Generally, the number of shares included in
each stock option grant is determined based on an evaluation of the executive's
importance to the future performance of the Company. As a result, as a general
rule, the more senior the executive, the greater the number of option shares
that are awarded. In addition, the Bank maintains a 401(k) Plan in which all
employees, including executive officers, may participate. Under this plan,
employees may make contributions which they may elect to have invested in
Company common stock. In addition, the Company makes matching contributions of
up to 4% of amounts contributed by participants, with shares of Company common
stock. Each of the Named Officers participated in this plan in 2000.
Respectfully Submitted,
O.L. Mestad
Richard Galich
William V. Landecena
George Sellers
George E. Langley
REPORT OF THE AUDIT COMMITTEE
The following is the report of the Audit Committee of the Board of
Directors.
The Audit Committee has reviewed and discussed the audited financial
statements of the Company for the fiscal year ended December 31, 2000 with
management. The Audit Committee also has discussed with Vavrinek, Trine, Day &
Co., LLP, the Company's independent auditors, the matters required to be
discussed by the Statement on Auditing Standards No. 61 (Communications with
Audit Committee). In addition, the Audit Committee has received the written
disclosures and the letter from Vavrinek, Trine, Day & Co., LLP as required by
the Independence Standards Board Standard No. 1 (Independence Discussions with
Audit Committees) and the Audit Committee has discussed the independence of
Vavrinek, Trine, Day & Co., LLP with that firm.
Based on the Audit Committee's review of the matters noted above and its
discussions with the Company's independent auditors and the Company's
management, the audit committee recommended to the Board of Directors that the
Company's financial statements be included in the Company's Annual Report on
Form 10-K.
Respectfully Submitted,
Richard Galich
William V. Landecena
O. L. Mestad
George Sellers
Douglas Tessitor
Notwithstanding anything to the contrary set forth in the Company'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 foregoing Reports of
the Compensation Committee and the Audit Committee and the performance graph on
the following page shall not be incorporated by reference into any such filings.
11
16
COMPANY PERFORMANCE
The following graph shows a five-year comparison of cumulative total
returns for the Company, the Russell 2000 index and an index of peer group
companies published by SNL Securities LC.
COMPARISON OF CUMULATIVE TOTAL RETURN
[PERFORMANCE GRAPH]
INDEX
------------------------------------------------------------
FOOTHILL INDEPENDENT SNL LESS THAN
BANCORP RUSSELL 2000 $500 BANK INDEX
-------------------- ------------ ---------------
PERIOD ENDING
12/31/95 100.00 100.00 100.00
12/31/96 158.10 116.49 128.71
12/31/97 253.30 142.55 219.41
12/31/98 260.87 138.92 200.34
12/31/99 231.47 168.45 185.44
12/31/00 220.70 163.36 178.90
The graph above compares the performance of the Company with that of (i)
the companies included in the Russell 2000 Index, and (ii) an index, published
by SNL Securities L.C. ("SNL"), which is made up of banks and bank holding
companies with assets of up to $500 million, the shares of which are traded on
the NASDAQ Stock Market.
The total cumulative return on investment (change in the period-end stock
price plus reinvested dividends) for each of the periods for the Company, the
Russell 2000 Index and the Peer Group Companies is based on the stock price or
index at the end of fiscal 1995.
INDEPENDENT PUBLIC ACCOUNTANTS
Vavrinek, Trine, Day & Co., LLP were the Company's independent accountants
for the fiscal year ended December 31, 2000. The Audit Committee of the Board
recommended, and the Board of Directors has approved, the selection of that firm
as the Company's independent accountants for the fiscal year ending December 31,
2001. A representative of Vavrinek, Trine, Day & Co., LLP will attend the
meeting, will have an opportunity to make a statement and will be available to
respond to appropriate questions.
The aggregate fees billed by Vavrinek, Trine, Day & Co., LLP for
professional services for the audit of the Company's annual consolidated
financial statements and the financial statements of the Bank for the fiscal
year ended December 31, 2000 and the review of the consolidated financial
statements included in the Company's Forms 10-Q for fiscal 2000 were $84,666.00.
12
17
Vavrinek, Trine, Day & Co., LLP did not provide, and it did not bill and it
was not paid any fees for, financial information systems design and
implementation services in 2000.
The aggregate fees billed to the Company for all other services rendered by
Vavrinek, Trine, Day & Co., LLP to the Company or the Bank in fiscal 2000, were
$42,386.00.
The Audit Committee has determined that the provision of services, in
addition to audit services, rendered by Vavrinek, Trine, Day & Co., LLP and the
fees paid therefor in fiscal 2000 were compatible with maintaining Vavrinek,
Trine, Day & Co., LLP's independence.
SHAREHOLDER PROPOSALS
The next Annual Meeting of Stockholders of the Company is scheduled to be
held on May 14, 2002. In accordance with the Bylaws of the Company, any
stockholder desiring to submit a proposal for action at the 2002 Annual Meeting
of Stockholders and inclusion in the Company's Proxy Statement for that Meeting
must provide the Company with written notice of that proposal by no later than
March 15, 2002 and no earlier than February 13, 2002. Matters pertaining to such
proposals, including the number and length thereof, eligibility of persons
entitled to have such proposals included and other aspects are regulated by the
Securities Exchange Act of 1934, the Rules and Regulations of the Securities and
Exchange Commission and other laws and regulations to which interested persons
should refer.
OTHER MATTERS
Management is not aware of any other matters to come before the meeting. If
any other matter not mentioned in this Proxy Statement is brought before the
meeting, the proxy holders named in the enclosed Proxy will have discretionary
authority to vote all proxies with respect thereto in accordance with their
judgment.
By Order of the Board of Directors
George E. Langley
President
April 3, 2001
The Annual Report to Stockholders of the Company for the fiscal year ended
December 31, 2000 is being mailed concurrently with this Proxy Statement to all
stockholders of record as of March 23, 2001. The Annual Report is not to be
regarded as proxy soliciting material or as a communication by means of which
any solicitation is to be made.
COPIES OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000 WILL BE
PROVIDED (WITHOUT EXHIBITS) TO STOCKHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST
TO THE SECRETARY, FOOTHILL INDEPENDENT BANCORP, 510 SOUTH GRAND AVENUE,
GLENDORA, CALIFORNIA 91741.
13
18
APPENDIX A
FOOTHILL INDEPENDENT BANCORP
FOOTHILL INDEPENDENT BANK
AUDIT COMMITTEE CHARTER
ADOPTED AUGUST 22, 2000
ORGANIZATION
There shall be a committee of the board of directors to be known as the
audit committee. The audit committee shall be composed of at least three
directors who are independent of the management of the corporation and are free
of any relationship that, in the opinion of the board of directors, would
interfere with their exercise of independent judgement as a committee member.
Each member shall have a working familiarity with basic finance and accounting
practices, and at least one member of the committee shall have accounting or
related financial management expertise.
STATEMENT OF POLICY
The audit committee shall provide assistance to the corporate directors in
fulfilling their responsibility to the stockholders, potential stockholders, and
investment community relating to corporate accounting, reporting practices of
the corporation, and the quality and integrity of the financial reports of the
corporation. In so doing, it is the responsibility of the audit committee to
maintain free and open means of communication between the directors, the
independent auditors, the internal auditor, and the financial management of the
corporation.
RESPONSIBILITIES
In carrying out its responsibilities, the audit committee believes its
policies and procedures should remain flexible, in order to best react to
changing conditions and to ensure to the directors and stockholders that the
corporate accounting and reporting practices of the corporation are in
accordance with all requirements and are of the highest quality.
In carrying out these responsibilities, the audit committee will:
- Meet at least four times annually, or more frequently as circumstances
dictate.
- Review and update this Charter periodically, at least annually, as
conditions dictate.
- Review and recommend to the directors the independent auditors to be
selected to audit the financial statements of the corporation and its
divisions and subsidiaries.
- Meet with the independent auditors and financial management of the
corporation to review the scope of the proposed audit for the current
year and the audit procedures to be utilized, and at the conclusion
thereof review such audit, including any comments or recommendations of
the independent auditors.
- Review with the independent auditors, the company's internal auditor, and
financial and accounting personnel, the adequacy and effectiveness of the
accounting and financial controls of the corporation, and elicit any
recommendations for the improvement of such internal control procedures
or particular areas where new or more detailed controls or procedures are
desirable. Particular emphasis should be given to the adequacy of such
internal controls to expose any payments, transactions or procedures that
might be deemed illegal or otherwise improper. Further, the committee
periodically should review company policy statements to determine their
adherence to the code of conduct.
- Review the internal audit function of the corporation including the
independence and authority of its reporting obligations, the proposed
audit plans for the coming year, and the coordination of such plans with
the independent auditors.
A-1
19
- Receive prior to each committee meeting, a summary of findings from
completed internal audits and a progress report on the proposed internal
audit plan, with explanations for any deviations from the original plan.
- Review the financial statements contained in the annual report to
stockholders with management and the independent auditors to determine
that the independent auditors are satisfied with the disclosure and
content of the financial statements to be presented to the stockholders.
Any changes in accounting principles should be reviewed.
- Provide sufficient opportunity for the internal and independent auditors
to meet with the members of the audit committee without members of
management present. Among the items to be discussed in these meetings are
the independent auditors' evaluation of the corporation's financial,
accounting, and auditing personnel, and the cooperation that the
independent auditors received during the course of the audit.
- Review accounting and financial human resources and succession planning
within the company.
- Submit the minutes of all meetings of the audit committee to, or discuss
the matters discussed at each committee meeting with, the board of
directors.
- Investigate any matter brought to its attention within the scope of its
duties, with the power to retain outside counsel for this purpose if, in
its judgement, that is appropriate.
A-2
20
PROXY
FOOTHILL INDEPENDENT BANCORP
PROXY SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS
May 8, 2001
The undersigned hereby nominates, constitutes and appoints Donna Miltenberger,
George Sellers and Max Williams, and each of them individually, the attorney,
agent and proxy of the undersigned, with full power of substitution, to vote
all stock of FOOTHILL INDEPENDENT BANCORP which the undersigned is entitled to
represent and vote at the 2001 Annual Meeting of Stockholders of the Company to
be held at The Glendora Country Club, 310 So. Amelia Avenue, Glendora,
California, on May 8, 2001, at 4:30 p.m., and at any and all adjournments and
postponements thereof, as fully as if the undersigned were present and voting
at the meeting, as follows:
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO COMPLETE, SIGN,
DATE AND RETURN THIS PROXY, WHICH MAY BE REVOKED AT ANY TIME PRIOR TO ITS USE.
IMPORTANT - PLEASE SIGN AND ATE ON OTHER SIDE AND RETURN PROMPTLY
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT!
YOU CAN VOTE IN ONE OF THREE WAYS:
1. Mark, sign and date your proxy card and return it promptly in the enclosed
envelope.
OR
2. Call TOLL FREE 1-800-840-1208 on a Touch Tone telephone and follow the
instructions on the reverse side. There is NO CHARGE to you for this call.
OR
3. To vote by Internet at the Internet address: http://www.proxyvoting.com/foot
PLEASE VOTE
21
Please mark your
votes as this. [ ]
THE DIRECTORS RECOMMEND A VOTE FOR THE ELECTION OF THE DIRECTORS NAMED BELOW
FOR all nominees WITHHOLD AUTHORITY
listed below (except to vote for all
as marked to the nominees listed
contrary below) below
1. ELECTION OF CLASS III DIRECTORS
FOR A THREE YEAR TERM [ ] [ ]
01 Richard Galich, 02 William V. Landecena and 03 O.L. Mestad
(INSTRUCTIONS: To withhold authority to vote for any nominee, print that
nominee's name in the space provided below.)
___________________________________________________________________________
2. IN THEIR DISCRETION, ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ADJOURNMENT THEREOF.
By checking the box to the right, I consent to future access of Annual
Reports and Proxy Statements via the Internet. I understand that the Company
may no longer distribute printed materials to me for any future shareholder
meeting until such consent is revoked. I understand that I may revoke my
consent at any time by contacting the Company's transfer agent, Mellon
Investor Services, Ridgefield Park, NJ and that costs normally associated
with electronic access, such as usage and telephone charges, will be my
responsibility. [ ]
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Shareholders to be held May 8, 2001 and the Proxy Statement furnished with
this card.
I will attend the Annual Meeting: [ ]
THE SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED AS DIRECTED BY THE SHAREHOLDER ON THIS
PROXY. WHERE NO DIRECTION IS GIVEN, SUCH
SHARES WILL BE VOTED FOR THE ELECTION AS
DIRECTORS OF THE NOMINEES NAMED ABOVE ON THIS
PROXY. THIS PROXY CONFERS DISCRETIONARY
AUTHORITY TO VOTE ON ALL OTHER MATTERS WHICH
MAY COME BEFORE THE ANNUAL MEETING.
Signature(s)_______________________________________________ Date _________, 2001
Please sign your name exactly as it appears hereon. Executors, administrators,
guardians, officers of corporations, and others signing in a fiduciary capacity
should state their full titles as such.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
VOTE BY TELEPHONE OR INTERNET
QUICK *** EASY *** IMMEDIATE
YOUR VOTE IS IMPORTANT! -- YOU CAN VOTE IN ONE OF THREE WAYS:
1. TO VOTE BY PHONE: Call toll-free 1-800-840-1208 on a touch tone telephone
24 hours a day - 7 days a week.
There is NO CHARGE to you for this call. - Have your proxy card in hand.
You will be asked to enter a Control Number, which is located in the box
in the lower right hand corner of this form.
OPTION 1: To vote as the Board of Directors recommends on ALL proposals,
press 1.
WHEN ASKED, PLEASE CONFIRM BY PRESSING 1.
OPTION 2: If you choose to vote on each proposal separately, press 0. You will
hear these instructions:
Proposal 1 - To vote FOR ALL nominees, press 1; to WITHHOLD FOR ALL
nominees, press 9.
To WITHHOLD FOR AN INDIVIDUAL nominee, PRESS 0 and
listen to the instructions.
Proposal 2 - To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
WHEN ASKED, PLEASE CONFIRM BY PRESSING 1.
The instructions are the same for all remaining proposals.
or
2. VOTE BY INTERNET: Follow the instructions at the Website Address:
http://www.proxyvoting.com/foot
or
3. VOTE BY PROXY CARD: Mark, sign and date your proxy card and return promptly
in the enclosed envelope.
NOTE: If you vote by Internet or telephone, THERE IS NO NEED TO MAIL
BACK your Proxy Card.
THANK YOU FOR VOTING.