SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
----------
SUMMIT BANCSHARES, INC.
(Name of Registrant as Specified in its Charter)
----------
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:
(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:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
SUMMIT BANCSHARES, INC.
1300 SUMMIT AVENUE
FORT WORTH, TEXAS 76102
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 15, 2003
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 15, 2003 at 3:30
p.m., for the following purposes:
1. To elect a Board of Directors of the Corporation consisting of ten
(10) 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, 2003
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 10,
2003, 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 12, 2003 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 15, 2003
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 15,
2003, 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 12, 2003, to
the shareholders of the Corporation.
The Corporation's Annual Report to Shareholders for the year ended December 31,
2002, is being furnished with this Proxy Statement to the shareholders of record
on March 10, 2003. The Annual Report to Shareholders does not constitute a part
of the proxy soliciting material.
GENERAL INFORMATION
The close of business on March 10, 2003, 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 15, 2003.
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, 2003, 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 10, 2003, 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 6,179,017 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 10, 2003. Cumulative voting for
directors is not permitted. Directors are elected by plurality vote and,
therefore, the ten (10) 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 ten (10) and has
nominated the ten (10) persons named below for election to the Board of
Directors of the Corporation.
Names of the nominees for directors and other information about them
appear in the following table. All of the nominees are now directors of the
Corporation and have consented to serve if elected. If for any unforeseen reason
a nominee is unable to serve if elected, the persons named in the accompanying
proxy may exercise their discretion to vote for a substitute nominee selected by
the Board. However, the Board has no reason to anticipate that any of the
nominees will not be able to serve, if elected.
Name and Age of
Nominee; Years Principal Occupation for Past
Served as Director Five Years; Other Directorships
- ------------------ -------------------------------
Philip E. Norwood Mr. Norwood for at least the last five years has been
Age 53 an officer and director of the Corporation. His
Director Since 1984 positions with the Corporation are or have been as
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
3
Elliott S. Garsek Mr. Garsek for at least the last five years has
Age 54 served as Chairman of the Board and as a
Director Since 1987 practicing attorney with the law firm of Barlow &
Garsek, 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
Age 60 served as President of Ronnie's LLC, a corporation
Director Since 1984 engaged in retail sales of fine wines and 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
Age 69 employee on December 31, 1997. He holds or has
Director Since 1979 held the following positions with the Corporation:
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
Age 60 served as Chairman of the Board or President and
Director Since 1998 Chief Executive Officer of Freese & Nichols, 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
4
Jay J. Lesok Mr. Lesok for at least the last five years has
Age 56 served as President of Cashmire Financial
Director Since 2001 Services, a mortgage company servicing real estate
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
Age 50 served as Executive Vice President of Wm. Rigg
Director Since 1991 Insurance Co., an insurance agency. His 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
Age 70 employee on December 31, 1997. He holds or has
Director Since 1979 held the following positions with the Corporation:
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
Age 67 served as a commercial real estate broker
Director Since 1984 affiliated with Kelly, Geren, & Searcy, Inc. a
corporation engaged in the real estate 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
5
Roderick D. Stepp Mr. Stepp for at least the last five years has
Age 65 served as President of M & M Manufacturing. L.P.,
Director Since 2001 a local company manufacturing metal products 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 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 TEN (10) PERSONS NAMED ABOVE.
6
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 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
Supplemental Executive Retirement Plan, the Severance Agreement for Mr. Norwood
and the Performance Compensation Plan of the Corporation. See "EXECUTIVE
COMPENSATION AND OTHER INFORMATION."
7
Asset/Liability Management Committee
Members: Philip E. Norwood (Chairman), D. Jerrell Farr, Elliott S. Garsek,
Jay J. Lesok, Roderick D. Stepp.
The functions of the Asset/Liability Management Committee ("ALCO") 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 2002 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 $26,500 in directors' fees and $27,400 in committee fees during
2002.
During 2002 Summit Bank, N.A. 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. paid a total of $105,300 in directors' fees and
$84,600 in committee fees during 2002.
Attendance at Board and Committee Meetings
During 2002 there were five (5) meetings (including regularly scheduled
and special meetings) of the Board, thirteen (13) meetings of the Executive
Committee, four (4) meetings of the Audit Committee, five (5) meetings of the
ALCO Committee, no (0) meetings of the Nominating Committee and three (3)
meetings of the Compensation Committee. Each director, with the exception of
William W. Meadows, attended at least seventy-five percent (75%) of the total
number of meetings of the Board and Committees of the Board of which he was a
member during 2002.
8
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, 2003. 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.
9
AUDIT COMMITTEE REPORT
Notwithstanding anything to the contrary set forth in any of the
Corporation's previous or future filings 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 a 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, 2002.
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, 2002, 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
10
INDEPENDENT AUDITOR FEES
In the fiscal year ended December 31, 2002, the Corporation's principal
accountants, Stovall, Grandey & Whatley, Certified Public Accountants, billed
the Corporation the following amounts for the categories of services set forth
below:
Audit Fees (including quarterly reviews) $71,750
Financial Information Systems Design & Implementation Fees $ -0-
All Other Fees (consisting primarily of Tax services) $ 7,500
11
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 (as
defined below), individually, and as a group, at March 10, 2003.
Amount and
Name of Beneficial Nature of Percent
Owner or Number Beneficial of
of Persons in Group Ownership(1) Class(2)
- ------------------- ------------ --------
Philip E. Norwood 153,208 shares(3) 2.5%
D. Jerrell Farr 11,100 shares *
Elliott S. Garsek 41,700 shares *
Ronald J. Goldman 266,820 shares 4.3%
F. S. Gunn 227,375 shares(4) 3.7%
Robert L. Herchert 4,770 shares *
Jay J. Lesok 12,700 shares *
William W. Meadows 17,982 shares(5) *
James L. Murray 150,026 shares 2.4%
Bob G. Scott 44,800 shares(6) *
Byron B. Searcy 36,540 shares(7) *
Rod D. Stepp 6,000 shares *
All directors and 973,021 shares(8) 15.6%
executive officers as
a group (11 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 6,220,467 shares of Common Stock issued and outstanding as of
March 10, 2003, as adjusted for options exercisable within sixty (60) days
of March 10, 2003 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.
12
(3) Includes 144,024 shares of Common Stock owned of record, 3,184 shares of
Common Stock owned by Mr. Norwood's children and 6,000 shares of Common
Stock which Mr. Norwood has the right to acquire within sixty (60) days of
March 10, 2003 pursuant to options granted to him under the Company's
Stock Plans. See "EXECUTIVE COMPENSATION AND OTHER INFORMATION - Option
Exercises and Holdings."
(4) Includes 185,944 shares of Common Stock owned of record and 41,431 shares
of Common Stock held by a trust for which Mr. Gunn serves as a co-trustee.
(5) Includes 17,456 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 7,950 shares of Common Stock owned of record, 1,400 shares of
Common Stock owned by Mr. Scott's wife and 35,450 shares of Common Stock
which Mr. Scott has the right to acquire within sixty (60) days of March
10, 2003 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 41,450 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 10, 2003 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 10, 2003 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 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 2002 no director, officer, 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.
13
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary of Cash and Certain Other Compensation
The following table provides certain summary information concerning
compensation paid or accrued by the Corporation, 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, 2000, 2001 and 2002:
SUMMARY COMPENSATION TABLE
- ------------------------------------------------------------
Name and Annual Compensation All Other
Principal Position Salary Bonus Compensation
as of December 31, 2002 Year ($)(1) ($)(2) ($)
- --------------------------------------------------------------------------------
Philip E. Norwood 2002 $237,608 $31,226 $5,086(3)
Chairman of the Board 2001 $240,258 $37,298 $4,119(3)
President & CEO of the 2000 $227,812 $39,461 $3,464(3)
Corporation
Bob G. Scott 2002 $136,500 $16,517 $1,188(4)
Executive Vice President 2001 $136,500 $19,884 $1,188(4)
and Chief Operating Officer 2000 $130,000 $24,723 $1,188(4)
of the Corporation
(1) Includes salary and directors' fees, if applicable.
(2) The bonus amounts were paid pursuant to the Corporation's Performance
Compensation Plan. (See detailed discussion beginning on page 18 of this
Proxy Statement under "Board Compensation and Benefits Committee Report on
Executive Compensation"). The amounts for 2002 were in recognition of
achievements performed in 2001. The amounts for 2001 were in recognition
of achievements performed in 2000. The amounts for 2000 were in
recognition of achievements performed in 1999.
(3) 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
---- ------ ------
2002 $414 $4,672
2001 $414 $3,705
2000 $414 $3,050
14
(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:
Term Life
Year Amount
---- ------
2002 $1,188
2001 $1,188
2000 $1,188
Option Grants During 2002
No grants of stock options were made to the Named Executives during 2002.
Option Exercises and Holdings
The following table provides information with respect to the Named
Executive Officers concerning the exercise of stock options during the last
fiscal year and unexercised stock options held as of the end of December 31,
2002:
AGGREGATED OPTION EXERCISES
IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
- ------------------------------------------
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
December 31, December 31,
2002(#) 2002($)
--------------------------------
Shares Value
Acquired on Realized Exercisable/ Exercisable/
Name Exercise(#) ($)(1) Unexercisable Unexercisable(2)
- --------------------------------------------------------------------------------
Philip E. Norwood -0- -0- 6,000/9,000(3) 6,600/9,900
Bob G. Scott 1,750 $26,568 35,450/5,100(4) $484,490/5,610
(1) Market value of underlying securities at exercise, minus the exercise
price.
(2) Market value of underlying securities as of December 31, 2002 ($19.50, the
closing bid price), 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, will depend on the value of the
Company's stock on the date of exercise and the dollar amount realized on
resale. 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 32,050 are exercisable at $4.50 per share and 8,500 are
exercisable at $18.40 per share.
15
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 2002, 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 2003. In 2002 the Corporation made contributions to
the corporation's 401(k) Plan on behalf of Mr. Norwood and Mr. Scott of $11,000
and $9,462 respectively
Supplemental Executive Retirement Plan
Effective January 2002 the Board adopted a plan known as the Supplemental
Executive Retirement Plan ("SERP"). The purpose of the SERP is to attract and
retain employees of outstanding competence and to provide additional retirement
benefits for such employees. The SERP would provide benefits to a select group
of management employees, including the Corporation's Named Executive Officers
who contribute materially to the continued growth, development and future
business success of the Corporation. The SERP, and the individual agreements
established thereunder, are intended to be administered by the Compensation
Committee as unfunded welfare benefit plans established and maintained for the
participants.
Under the SERP, the Corporation will purchase an insurance policy. The
policy is jointly owned by the Corporation and the participant with the policy
providing benefits to the participant in the amount and in the manner specified
by the participant's individual agreement. The Corporation shall make
contributions, as determined in its sole discretion, sufficient to fund the
premiums due under each policy. Over time, until the participant has reached
retirement, portions of the cash value of the policy will be vested to the
participant. However, the majority of the value will not accrue to the
participant until retirement.
Should the participant's employment be terminated for any reason, other
than death, disability, or change of control of the Corporation before the
participant's fifth anniversary of employment all benefits under the SERP will
be forfeited. In the event of the participant's death at any time, the death
benefit of the participant's policy would be immediately paid to the
participant's beneficiary. In the event of disability of the participant or a
change of control of the Corporation at any time, the cash value of the
participant's policy would accrue to the participant.
Should the participant's employment be terminated for any reason, other
than death, disability, change of control of the Corporation or cause (which is
defined in the plan), following the participant's fifth anniversary of
employment, the cash value of the policy will be credited to the participant
under the participant's policy upon the second anniversary of the participant's
termination of employment. The transfer of benefits after the two years
following termination is contingent on certain performance of non-competition
and non-solicitation during the two year period. In the event of participant's
death, the death benefits of the participant's policy would be immediately paid
to the participant's beneficiary. In the event of disability or retirement of
the participant, the policy benefits would be paid and performance of
non-competition and non-solicitation would not apply. In the
16
event of a change of control of the Corporation, the cash value of the
participant's policy would accrue to the participant but subject to the
non-competition and non-solicitation requirements of the plan.
Should the Corporation terminate the SERP the full value of the policy at
that time will become the property of the participant.
The Corporation has entered into individual agreements with the
Corporation's Named Executive Officers:
Participant and Surrender
Position as of Date of Amount of Value as of
December 31. 2002 Agreement Policy January 27, 2003
Philip E. Norwood, January 28, 2002 $3,000,000 $200,105
Chairman of the Board, President &
Chief Executive Officer
Bob G. Scott, January 28, 2002 $1,800,000 $129,797
Executive Vice President &
Chief Executive Officer
Prior to the adoption of the SERP, the Corporation had entered into
another supplemental retirement plan, the Management Security Plan. That plan,
in agreement with the participants, was cancelled and all benefits that would
have been due the participants, except for previously employed participants,
were forfeited. The related policies supporting that plan were redeemed and the
cash surrender value of those policies was used to initially fund the SERP.
Severance Agreement
Effective October 2000, the Board adopted a Severance Agreement
("Agreement") with Mr. Norwood. The Agreement provides certain benefits to Mr.
Norwood in the event his employment is terminated by the Corporation 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 not
to 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.
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.
17
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, 2002, 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.
- 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 by the
Corporation and by the respective executive officer. 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.
18
(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 2002 included specific goals for growth,
profits, asset quality and operational productivity. In 2002, 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 executive officers a portion of each years annual award 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 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 2002 of these plans can be found above under
the heading "Option Exercises and Holdings" and in Note 12 to the Financial
Statements in the Annual Report to Shareholders.
(iv) Supplemental Executive Retirement Plan. Certain executive officers of
the Corporation participate in a Supplemental Executive Retirement Plan that was
approved by the Board of Directors of the Corporation in 2002 and is
administered by the Committee. This plan is more fully described in this proxy
statement beginning on page 16.
(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 17.
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.
19
2002 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 2002 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 and the factors discussed under "Board Compensation and
Benefits Committee Report on Executive Compensation." Mr. Norwood participates
in the Performance Compensation Plan at the all employee level and the executive
officer level. Because the Corporation did not meet certain basic financial
objectives as required by the Performance Compensation Plan no awards were paid
to employees or executives for performance for 2002. Had awards been made they
would have been paid in January 2003. Mr. Norwood was paid $6,894 in January
2002 that had been deferred from awards earned in 2001 and 2000.
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 2002 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 2002 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.
20
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, 1997 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
[THE FOLLOWING WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATERIAL]
- ---------------------------------------------------------------------------------------------
At December 31, 1997 1998 1999 2000 2001 2002
- ---------------------------------------------------------------------------------------------
Summit Bancshares, Inc. $100.00 $ 89.19 $ 90.77 $108.28 $ 93.15 $100.91
- ---------------------------------------------------------------------------------------------
Total Return $100.00 $140.99 $261.48 $157.42 $124.89 $ 86.33
- ---------------------------------------------------------------------------------------------
Bank Stocks $100.00 $ 99.36 $ 95.51 $108.95 $117.97 $120.61
- ---------------------------------------------------------------------------------------------
21
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 all of
which shall be subject to the insider lending restrictions of section 22(h) of
the Federal Reserve Act and are 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 2002 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 2002,
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 a commercial real estate broker affiliated with Kelly, Geren &
Searcy, Inc.
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 21, 2003 for inclusion in the
Corporation's Proxy Statement and accompanying proxy
22
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 20, 2004.
ANNUAL REPORTS
Form 10-K. A copy of the Corporation's 2002 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
2002 Annual Report to Shareholders. The Annual Report to Shareholders of
the Corporation for the Fiscal Year ended December 31, 2002, 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
By: /s/ Philip E. Norwood
-----------------------------------------
Philip E. Norwood, Chairman of the Board,
President and CEO.
Fort Worth, Texas
March 12, 2003
23
[This Page Intentionally Left Blank]
SUMMIT BANCSHARES, INC.
1300 SUMMIT AVE.
SUITE 604
FORT WORTH, TX 76102
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:
SMTBN1 KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
================================================================================
SUMMIT BANCSHARES, INC.
Vote On Directors
1. ELECTION OF DIRECTORS - Nominees:
01) Philip E. Norwood
02) Elliott S. Garsek
03) Ronald J. Goldman
04) F.S. Gunn
05) Robert L. Herchert
06) Jay J. Lesok
07) William W. Meadows
08) James L. Murray
09) Byron B. Searcy
10) Roderick D. Stepp
For Withhold For All
All All Except
|_| |_| |_|
To withhold authority to vote, mark "For All Except" and write the nominee's
number on the line below.
- --------------------------------------------------------------------------------
Vote On Proposals
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, 2003, as described in
PROPOSAL NO. 2 of the Proxy Statement dated March 12, 2003.
For Against Abstain
|_| |_| |_|
3. OTHER BUSINESS. In their discretion upon such other business as may
properly come before the meeting, or any adjournment or adjournments
thereof.
For Against Abstain
|_| |_| |_|
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.
For address changes and/or comments, please check this box and write |_|
them on the back where indicated
Please indicate if you plan to attend this meeting Yes No
|_| |_|
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
================================================================================
================================================================================
SUMMIT BANCSHARES, INC.
Proxy Solicited on Behalf of the Board of Directors of the Corporation
For Annual Meeting of Shareholders
April 15, 2003
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 10, 2003, 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 15, 2003, 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 2002 Annual Report, the Notice of Annual Meeting and the Proxy Statement of
Summit Bancshares, Inc. dated March 12, 2003, is hereby acknowledged.
Address Changes/Comments:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(If you noted address changes/comments above, please check the corresponding box
on the reverse side.)
================================================================================