<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
(Name of Registrant as Specified in its Charter): CAPITAL CORP OF THE WEST
(Name of Person(s) Filing Proxy Statement): na
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(j)(2).
[ ] $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:
(4) Proposed maximum aggregate value of transaction:
___ /Set forth the amount on which the filing fee is calculated and state how it
was determined:
[ ] 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:
(3) Filing Party:
(4) Date Filed:
<PAGE>
CAPITAL CORP OF THE WEST
1160 WEST OLIVE AVENUE, SUITE A
MERCED, CALIFORNIA 95348
MARCH 10, 1997
Dear Shareholder:
You are cordially invited to attend the annual meeting of shareholders
of Capital Corp of the West (the "Company") to consider and vote upon (1) a
proposal to elect three directors; (2) such other business as may properly
come before the meeting.
The meeting will take place at 7:00 p.m. local time on Thursday, May 8,
1997, at the Italo-American Lodge, West 18th and U Streets, Merced,
California.
Enclosed are the Secretary's Notice of this meeting, a Proxy Card, a
Proxy Statement describing the proposals, and a return envelope. Also
enclosed is a copy of the Company's 1996 Annual Report to shareholders.
We encourage you to attend this meeting. Whether or not you are able to
attend, please complete, date, sign, and return promptly the enclosed Proxy
Card so that your shares will be represented at the meeting. I look forward
to seeing you on May 8th.
Very truly yours,
Thomas T. Hawker
President and Chief Executive Officer
<PAGE>
CAPITAL CORP OF THE WEST
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of the Shareholders of Capital Corp of the West
("Capital Corp") will be held on Thursday, May 8, 1997, at 7:00 p.m. local
time at the Italo-American Lodge, West 18th and U Streets, Merced,
California. The meeting will be held for the following purposes:
1. To elect three directors;
2. To act upon such other matters as may properly come before such
meeting or any adjournment thereof.
Holders of common stock of Capital Corp of record at the close of
business on March 13, 1997, are entitled to notice and to vote at the
meeting. The three candidates for directors who receive the highest number
of votes will be elected.
YOUR VOTE IS IMPORTANT. Please sign and date the enclosed proxy card
and return it promptly in the envelope provided, whether or not you plan to
attend the meeting. This Proxy Statement is being distributed by, and the
enclosed proxy is solicited on behalf of the Board of Directors of Capital
Corp. The Board of Directors recommends a vote FOR the election of the
nominees for director.
By Order of the Board of Directors
Karen J. Venditti
Corporate Secretary
<PAGE>
THE ANNUAL MEETING OF SHAREHOLDERS
OF CAPITAL CORP
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Capital Corp of proxies to be voted at the
Annual Meeting of Shareholders of Capital Corp (the "Capital Corp Meeting")
and any adjournments or postponements thereof. At the Capital Corp Meeting,
the Shareholders of Capital Corp will be asked to (1) elect three directors;
and (2) act upon such other matters as may properly come before such meeting
or any adjournment thereof.
DATE, TIME AND PLACE OF MEETING
The Capital Corp Meeting will be held on May 8, 1997, at 7:00 p.m. local
time at the Italo-American Lodge, West 18th and U Streets, Merced,
California.
RECORD DATE AND VOTING RIGHTS
Only holders of record of Capital Corp common stock at the close of
business on March 13, 1997 (the "Record Date") are entitled to notice of and
to vote at the Meeting. At the Capital Corp Record Date, there were
approximately 1,175 shareholders of record and 1,738,000 shares of Capital
Corp common stock outstanding and entitled to vote. Directors and executive
officers of Capital Corp and their affiliates owned beneficially as of the
Record Date an aggregate of 251,111 shares of Capital Corp common stock
(including shares subject to vested options), or approximately 13.3% of the
outstanding Capital Corp common stock.
Each shareholder is entitled to one vote for each share of common stock
he or she owns. The three nominees receiving the greatest number of votes
will be elected for a three-year term.
VOTING BY PROXY; REVOCABILITY OF PROXIES
Shareholders may use the enclosed proxy card if they are unable to
attend the Meeting in person or wish to have their shares voted by proxy
even if they attend the Meeting. All proxies that are properly executed and
returned, unless revoked, will be voted at the Meeting in accordance with the
instructions indicated thereon or, if no direction is indicated, for the
election of the management's nominees as directors, and the execution of a
proxy will not affect the right of a shareholder to attend the company's
Meeting and vote in person. A person who has given a proxy may revoke it any
time before it is exercised at the Meeting by filing with the Secretary of
the company a written notice of revocation or a proxy bearing a later date or
by attendance at the Meeting and voting in person. Attendance at a Meeting
will not, by itself, revoke a proxy.
ADJOURNMENTS
The Meeting may be adjourned, even if a quorum is not present, by the
vote of the holders of a majority of the shares represented at the Meeting in
person or by proxy. In the absence of a quorum at a Meeting, no other
business may be transacted at that Meeting.
Notice of the adjournment of a Meeting need not be given if the time and
place thereof are announced at
<PAGE>
the Meeting at which the adjournment is taken, provided that if the
adjournment is for more than 45 days (in the case of the Capital Corp
Meeting), or if after the adjournment a new record date is fixed for the
adjourned Meeting, a notice of the adjourned Meeting shall be given to each
shareholder of record entitled to vote at the Meeting. At an adjourned
Meeting, any business may be transacted which might have been transacted at
the original Meeting.
SOLICITATION OF PROXIES
The proxy relating to the Capital Corp Meeting is being solicited by the
Board of Directors of Capital Corp. Capital Corp will pay the cost of
printing and distributing this Proxy Statement. Copies of solicitation
material will be furnished to brokerage houses, fiduciaries and custodians
holding in their names shares of Capital Corp common stock beneficially owned
by others to forward to such beneficial owners. Capital Corp may reimburse
such persons representing beneficial owners of their respective shares for
their expenses in forwarding solicitation material to such beneficial owners.
Solicitation of proxies by mail may be supplemented by telephone, telegram or
personal solicitation by directors, officers or other regular employees of
Capital Corp, who will not be additionally compensated therefor.
<PAGE>
PROPOSAL ONE: ELECTION OF DIRECTORS
The Bylaws of Capital Corp provide that the number of directors of
Capital Corp may be no less than six and no more than 12; the exact number
may be changed within this range by action of the Board of Directors or the
Shareholders. The number of directors is currently fixed at 11.
The Board of Directors was classified into three classes with staggered
three-year terms. In 1996, Class I Directors were elected for an initial
one-year term; Class II Directors were elected for an initial two-year term;
and Class III Directors were elected for an initial three-year term. The
three persons named below will be nominated for election as Class I Directors
to serve until the Annual Meeting in the year 2000 and until their successors
are duly elected and qualified. Votes by Capital Corp's proxy holders will
be cast in such a way as to effect the election of all nominees. The three
candidates receiving the greatest number of votes will be elected for
respective three-year terms. If any nominee should become unable or
unwilling to serve as a director, the proxies will be voted for such
substitute nominees as shall be designated by the Board of Directors. The
Board presently has no knowledge that any of the nominees will be unable or
unwilling to serve.
Lloyd H. Ahlem
Dorothy L. Bizzini
Jerry E. Callister
The following table provides information with respect to each person
nominated and recommended to be elected by the current Board of Directors of
Capital Corp, as well as existing directors of Capital Corp whose terms do
not expire at the time of the Meeting. Reference is made to the section
"Security Ownership of Certain Beneficial Owners and Management" for
information pertaining to stock ownership of the nominees.
<TABLE>
<CAPTION>
NAME/CLASS AGE DIRECTOR SINCE BUSINESS EXPERIENCE DURING PAST FIVE YEARS
<S> <C> <C> <C>
Lloyd H. Ahlem, I 67 1995 Psychologist
Dorothy L. Bizzini, I 62 1992 Owner, Bizzini Real Estate
Jerry E. Callister, I 54 19911 Partner, Callister & Hendricks, Inc., a law firm,
and Chairman and Secretary of Pacific Color
Nurseries, wholesale nursery
Jack F. Cauwels, II 63 1977 Vice President, Insurance Center of Merced
Henry DuPertuis, II 75 1977 Self-employed architectural consultant; founder of
DuPertuis, Scott Architects
John D. Fawcett, II 48 1995 President, Fawcett Farms, Inc.
Thomas T. Hawker, II 54 1991 President/CEO, Capital Corp and County Bank
Robert E. Holl, III 54 1977 Owner, Bob Holl Sheet Metal, an air conditioning
contractor
Bertyl W. Johnson, III 65 1977 Tree crop farmer and nut processor
Tapan Munroe, III 61 1996 Chief Economist, Pacific Gas & Electric Company
James W. Tolladay, III 65 1991 President, Tolladay, Fremming & Parson, a civil
engineering consulting firm
</TABLE>
(1)Previously served on Board of Directors from 1977 to 1985.
No family relationships exist among the directors of the Bank.
<PAGE>
No director or person nominated or chosen by the Board of Directors to
become a director of the Company is a director of any other company with a
class of securities registered pursuant to Section 12 of the Securities and
Exchange Act of 1934, as amended.
Recommendation of Management
THE BOARD OF DIRECTORS INTENDS TO VOTE ALL PROXIES HELD BY IT IN FAVOR OF
ELECTION OF EACH OF THE NOMINEES.
Committees of The Board of Directors; Director Attendance
For 1996, the Capital Corp Board of Directors held twelve regularly
scheduled and four special meetings. Each director attended at least 75% of
the aggregate of the total number of meetings of the Board of Directors and
the total number of meetings of committees of the Board on which they served
(during the period for which they served).
The Board of Directors maintains, among others, an Audit Committee, of
which directors DuPertuis (Chairman), Callister and Holl are members. During
1996, the Audit Committee held four meetings. The purpose of the Audit
Committee is to review the internal controls, external loan review reports,
and accounting and financial reporting practices of Capital Corp. It is also
the responsibility of the Audit Committee to make a recommendation to the
Board of Directors regarding the selection of independent accountants for
Capital Corp.
The Executive Committee functions as the Compensation Committee.
Callister (Chairman), Ahlem, Cauwels, Fawcett, and Johnson are members of the
Executive Committee, and Hawker is a non-voting member as it relates to
compensation matters. During 1996, the Executive Committee held a total of
13 meetings. The primary function of the Executive Committee is to act as an
vehicle for communication between the Board and the President and Chief
Executive Officer. It also establishes compensation for the Chief Executive
Officer and evaluates and recommends to the Board compensation for other
executive officers of Capital Corp upon the recommendation of the Chief
Executive Officer.
The Company has no Nominating Committee. The entire Board of Directors
performs the functions of a nominating committee.
During 1996, nonemployee directors received $200 per meeting for their
attendance at regular Board meetings, $300 per meeting for attendance at
special Board meetings, $165 per committee meetings, a $400 monthly retainer
fee, and a $50 monthly car allowance. The Chairman of the Board receives
$600 per month in addition to fees received for attendance at Board and
Committee meetings. Capital Corp paid a total of $147,230 in directors' fees
during 1996.
<PAGE>
EXECUTIVE OFFICERS OF CAPITAL CORP
Set forth below is certain information with respect to each of the
executive officers of Capital Corp.
<TABLE>
<CAPTION>
Executive
Officer
Name Age Positions and Offices Since
- ---- --- --------------------- ----------
<S> <C> <C> <C>
Thomas T. Hawker 54 President, Chief Executive Officer and Director 1991
Janey Boyce 36 Senior Vice President and Chief Financial Officer 1992
</TABLE>
Set forth below is certain information with respect to the executive
officers of subsidiaries of Capital Corp.
<TABLE>
<CAPTION>
Executive
Officer
Name Age Positions and Offices Since
- ---- --- --------------------- ----------
<S> <C> <C> <C>
Carol L. Wix 60 Executive Vice President and Chief 1992
Operating Officer, County Bank
Michael D. Wells 41 Senior Vice President and Chief 1996
Credit Officer, County Bank
</TABLE>
A brief summary of the background and business experience of the
executive officers of Capital Corp and its subsidiaries is set forth below.
THOMAS T. HAWKER became County Bank's President and Chief Executive Officer
in 1991 and President and Chief Executive Officer of Capital Corp in 1995.
Prior to that he served as President and Chief Executive Officer of Concord
Commercial Bank from 1986 to 1991.
JANEY E. BOYCE became County Bank's Chief Financial Officer in 1992 and
Capital Corp's Senior Vice President and Chief Financial Officer in 1995.
Prior to that she served as the Bank's controller since 1989 and in other
capacities since 1984.
CAROL L. WIX became County Bank's Chief Operating Officer in 1996 and
Executive Vice President and Chief Credit Officer in 1994. She served as
Senior Vice President and Chief Credit Officer to the Bank since 1992. Prior
to that she served as Regional Vice President and Manager of First National
Bank of Central California and as the Executive Vice President and Senior
Loan Officer of Pajaro Valley Bank, which merged with First National in 1991,
from 1982 to 1992.
MICHAEL D. WELLS became County Bank's Senior Vice President and Chief Credit
Officer in August 1996. He served as the Bank's Vice President, Credit
Administration since October 1994. Prior to that he served as Senior Vice
President of Country National Bank and in various banking positions for over
20 years.
<PAGE>
Beneficial Ownership of Management
The following table shows the number and percentage of shares
beneficially owned (including shares subject to options exercisable within 60
days) by each nominee, as well as by existing directors, as of December 31,
1996.
Beneficially Owned(1)
-------------------------
Name of Beneficial Owner Amount Percentage
Lloyd H. Ahlem 6,2152 .33%
Dorothy L. Bizzini 15,693(3) .83%
Jerry E. Callister 12,517(4) .66%
Jack F. Cauwels 21,547(5) 1.14%
Henry DuPertuis 20,670(6) 1.09%
John D. Fawcett 3,911(7) .21%
Thomas T. Hawker 42,559(8) 2.22%
Robert E. Holl 39,988(9) 2.12%
Bertyl W. Johnson 38,796(10) 2.05%
Tapan Munroe 2,870(11) .15%
James W. Tolladay 13,281(12) .70%
All Directors 51,111 3.29%
and Executive Officers
of Capital Corp as
a group (14 in number)
The address for all persons is: Capital Corp of the West, 1160 West Olive
Avenue, Merced, California 95348.
(1)Includes shares beneficially owned, directly and indirectly, together with
associates and includes vested but unexercised stock options. Subject to
applicable community property laws and shared voting and investment power
with a spouse, the persons listed have sole voting and investing power with
respect to such shares unless otherwise noted.
(2)Includes 4,404 shares held in Ahlem Family Living Trust and 1,811 shares
in vested stock options which have not been exercised to date.
(3)Includes 6,672 shares held jointly with spouse in the Atwater/Merced
Veterinary Clinic Pension Fund; 4,439 shares held as trustee in the Bizzini
Family Trust; and 4,582 shares in vested stock options which have not been
exercised to date.
(4)Includes 2,895 shares held as trustee in Callister Family Trust and 9,622
shares in vested stock options which have not been exercised to date.
(5)Includes 12,383 shares held as trustee in Cauwels Family Trust and 9,164
shares in vested stock options which have not been exercised to date.
(6)Includes 11,506 shares held in joint tenancy with spouse and 9,164 shares
in vested stock options which have not been exercised to date.
<PAGE>
(7)Includes 1,050 shares held in joint tenancy with spouse; 1,050 shares held
through Fawcett Farms, Inc.; and 1,811 shares of vested stock options which
have not been exercised to date.
(8)Includes 7,401 shares held individually; 1,747 shares held by spouse; 693
held by daughter; 2,168 shares held through ESOP; and 30,550 shares of vested
stock options which have not been exercised to date.
(9)Includes 31,656 shares held in joint tenancy with spouse and 8,332 shares
of vested stock options which have not been exercised to date.
(10)Includes 4,887 shares held individually; 23,834 shares held in joint
tenancy spouse; 1,555 shares held individually by spouse; and 8,085 shares of
stock options which have not been exercised to date.
(11)Includes 928 shares held individually in an IRA; 367 shares held by
spouse as trustee; and 1,575 shares of vested stock options which have not
been exercised to date.
(12)Includes 1,999 shares held individually in an IRA; 1,660 shares held
jointly with spouse as trustee; and 9,622 shares of vested stock options
which have not been exercised to date.
PRINCIPAL SHAREHOLDERS
As of February 28, 1997, no individuals known to the Board of Directors
of Corp owned of record or beneficially five percent (5%) or more of the
outstanding shares of common stock of Capital Corp, except as described below:
Name and Address Number of Shares Percentage of Outstanding
- ---------------- Beneficially Owned Stock Beneficially Owned
------------------ -------------------------
Capital Corp of the West ESOP
P.O. Box 552, Merced, CA 95341 106,247 6.1%
<PAGE>
Compensation and Other Transactions with Management and Others
Cash Compensation
The following information is furnished with respect to the aggregate
cash compensation paid to the chief executive officer of Capital Corp and
chief operating officer of County Bank during 1996. No other executive
officer of Capital Corp or its subsidiaries received aggregate cash
compensation of $100,000 or more in 1996.
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term Compensation
-------------------------------------------
Annual Compensation Awards Payouts
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Name and Other Restricted All
principal annual stock Options/ LTIP other
position Year Salary Bonus compensation awards SARs Payouts compensation
Thomas T. Hawker, 1996 $141,688 $32,650 $17,904 - - - -
President and 1995 $147,875 $32,768 $ 8,602 - - - -
CEO, Capital Corp 1994 $143,828 $36,000 $15,391 - - - -
Carol L.Wix, 1996 $92,339 $ 5,541 $5,383 - - - -
COO, County Bank 1995 $84,212 $ 7,984 $4,981 - - - -
1994 $78,467 $13,200 $4,448 - - - -
</TABLE>
The following information is furnished with respect to the aggregate
cash compensation paid to the chief executive officer and chief operating
officer during 1996. No other executive officer of Capital Corp or its
subsidiaries received aggregate cash compensation of $100,000 or more in 1996.
In the interests of attracting and retaining qualified personnel, the
Company furnishes to executive officers certain incidental personal benefits.
The incremental cost to the Company of providing such benefits to Mr. Hawker
and Ms. Wix did not, for the fiscal year ended December 31, 1996, exceed 10%
of the compensation to either of them reported above.
Pursuant to his employment contract effective August 28, 1993, through
February 28, 1997, Mr. Hawker receives a base salary of $135,000, adjusted
annually for cost of living allowances and other salary increases if
approved, use of a Company-owned automobile, various forms of insurance
benefits and participation in the company's other compensation plans such as
its incentive compensation program, 401(k) plan, stock option plan and ESOP
plan. Pursuant to such employment contract, should Mr. Hawker be terminated
for reasons other than "for cause," Mr. Hawker would receive a severance
payment equal to one year's then-current salary. In addition, in the event
of acquisition of Capital Corp, Mr. Hawker's employment contract will
automatically terminate and Mr. Hawker will receive an acquisition payment
equal to six month's then-current salary. Ms. Wix does not have an
<PAGE>
employment contract.
In addition, Capital Corp provides Mr. Hawker and Ms. Wix with a salary
continuation plan. This is a non-qualified executive benefit plan in which
the Company has agreed to pay retirement benefits to them in return for
continued satisfactory performance of the executives. It is an unfunded
plan; the executive has no rights under the agreement beyond those of a
general creditor of the Company. If the executive leaves the Company's
employ, either voluntarily or involuntarily, the agreement terminates and the
executive receives no benefits except those already vested. As of the date
of this report, Mr. Hawker will become 50% vested in retirement benefit
payments granted in 1992. He shall become vested thereafter in an additional
10% of said payments for each full succeeding year of employment thereafter
and be 100% vested on August 21, 2001 provided he has been continuously
employed for ten full years. The Plan is informally linked with a single
premium universal life insurance policy. The Company is the owner and
beneficiary of the policy.
In July of 1996, additional benefits were extended to Mr. Hawker, and
Ms. Wix and other members of executive management were added to the plan. At
inception in July 1996, the Bank purchased additional single premium
universal life insurance policies to cover the above mentioned executives.
Carol Wix was granted 2,500 stock options on January 9, 1996, at an
exercise price of $12.63. No other options or stock appreciation rights were
granted in 1996 to persons included in the Summary Compensation Table.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
% Total
Options/
SARs
Granted to Exercise
Options/ Employees or Base Expiration Grant
SARs in Fiscal Price Date 5%(1) 10%(1) Date Present
Name Granted Year ($/Sh) ($) ($) Value $
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Carol L. Wix 2,500 8.5% $12.63 9/16/06 $19,850 $50,325 NA
</TABLE>
(1)In accordance with applicable regulations, the potential realizable values
shown represent the product of the market price at the time of grant
multiplied by the sum of one plus the assumed stock appreciation rate
compounded annually over the term of the option, less the exercise price, but
without any discount to present value.
<PAGE>
The following table shows information about options and stock
appreciation rights exercised in 1996 and the value of unexercised options
held by persons included in the Summary Compensation Table.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Value of
unexercised unexercised in-the-
options/SARs money options/
at FYE SARs at FYE
----------------------------------------
Shares acquired on Value realized ($) Exercisable/ Exercisable/
Name exercise (#) unexercisable unexercisable
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Thomas T. Hawker - - 30,550/0 $193,992/0
Carol L. Wix - - 11,240/1,312 $67,791/$4,749
</TABLE>
Employee Stock Ownership Plan (ESOP)
401(k) Plan
The Board of Directors has established an employee profit sharing plan
under Section 401(k) of the Internal Revenue Code of 1986. The purpose of
the employee profit sharing plan is to provide all eligible employees with
supplemental income upon retirement and increase their proprietary interest
in Capital Corp. Eligible employees may make contributions to the plan
subject to the limitations of Section 401(k) of the Internal Revenue Code of
1986. The company provides a discretionary matching contribution equal to a
percentage of the amount the employee elected to contribute. For the 1996
year, the Bank and Capital Corp provided a 25% matching contribution not to
exceed 6% of the employee's salary, made payable in the form of Capital Corp
common stock subject to the limitation of Section 401(k) of the Internal
Revenue Code of 1986. The Plan trustees, consisting of members of Bank
management, administer the Plan. The amount of contributions for the benefit
of Mr. Hawker and Mrs. Wix is included in the Summary Cash Compensation table
in the column entitled "Other Annual Compensation."
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph compares the change on an annual basis in Capital
Corp's cumulative total return on its common stock with (a) the change in the
cumulative total return on the stocks included in the Nasdaq Composite Index
for U.S. Companies and (b) the change in the cumulative total return on the
stocks included in the SNL Securities "Western Bank Index," a peer industry
group, assuming an initial investment of $100 on December 31, 1991. All of
these cumulative total returns are computed assuming the reinvestment of
dividends at the frequency with which dividends were paid during the period.
The common stock price performance shown below should not be viewed as being
indicative of future performance.
<TABLE>
<CAPTION>
PERIOD ENDING
----------------------------------------------------------
INDEX 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CAPITAL CORP OF THE WEST 100.00 69.57 91.30 113.04 127.50 171.26
NASDAQ - TOTAL US 100.00 116.38 133.60 130.59 184.68 227.16
WESTERN BANKS 100.00 134.30 153.87 152.34 255.47 363.20
</TABLE>
<PAGE>
Compensation Committee Report
The following is the report of Capital Corp's Executive Committee with
respect to compensation of executive officers of the company.
The Executive Committee serves as the compensation committee for the
Company. It is the duty of the Executive Committee to administer the
Company's incentive program, benefits plans, stock option plan and
long-term compensation programs. In addition, the Committee reviews the
compensation levels of members of management, provides input on the
performance of management and considers management succession and
related matters.
The Committee reviews the reasonableness of compensation paid to senior
officers of the Company. In doing so, the members of the Committee
review surveys from various sources in regards to compensation levels
for those senior officers.
The Company's Chief Executive Officer's base salary and other benefits
for 1996 were based principally on the terms established under his
employment agreement with the Company dated February 28, 1994 as
described in the Company's proxy statement.
The Company's incentive program is based upon the achievement of certain
financial objectives. Those financial objectives are established by
Management and approved by the Board of Directors prior to the start of
the fiscal year. For the year 1996, the incentive program was based in
part on the level of return on equity achieved by the Company excluding
the impact of the Company's wholly owned real estate subsidiary. In
addition for the senior officers of the Bank, incentive compensation
levels were established based upon a series of multiple goals for the
Company which included net interest margin, loan and deposit growth, a
productivity target, certain loan quality targets and strategic planning
objectives. The Committee also has the authority to provide additional
incentive compensation based upon the Committee's overall assessment of
the Company's performance and the individual officer's performance. In
the case of the Company's Chief Executive Officer, the incentive
compensation level is determined upon the basis of the Company's overall
achievement of the financial objectives previously discussed as well as
data provided in regards to the incentive awards provided to other CEOs
of comparable institutions based upon surveys and other various studies
and the Board of Directors' overall assessment of the performance of the
Company's Chief Executive Officer.
The granting of stock options is determined based upon the officer's
responsibilities and relative position in the Company.
No voting member of the Committee is a former or current officer of the
Company or any of its subsidiaries. The Company's Chief Executive
Officer is a non-voting member of the compensation committee.
Jerry E. Callister
Lloyd H. Ahlem
Jack F. Cauwels
John Fawcett
Bertyl W. Johnson
Thomas T. Hawker
<PAGE>
Indebtedness of Management
TRANSACTIONS WITH MANAGEMENT
There are no other existing or proposed material transactions between
Capital Corp and any of its directors, executive officers, nominees for
election as a director, or the immediate family or associates of any of the
foregoing persons except as follows: Jack F. Cauwels, a director of Capital
Corp, is the President of the Insurance Center of Merced which sold County
Bank insurance products during 1996 and expects to provide additional
insurance products to County Bank during 1997. The aggregate amount of
insurance premiums paid by County Bank to the Insurance Center of Merced
during 1996 was $168,872.
Henry DuPertuis, a director of Capital Corp, is the founder of the
architectural firm of DuPertuis, Scott Architects, which provided
architectural work to County Bank during 1996. The firm is involved in the
construction of the new administrative building and branch, which will be
completed in August 1997. The aggregate amount of payments for services
rendered paid by County Bank to DuPertuis, Scott Architects during 1996 was
$163,603.
Robert E. Holl, a director of Capital Corp, is the owner and president
of Bob Holl Sheet Metal, which provided heating/air conditioning work to
County Bank during 1996. The aggregate amount of payments for services
rendered paid by County Bank to Bob Holl Sheet Metal during 1996 was $9,603.
In accordance with its policies, Capital Corp obtains competitive bids
for the kinds of products and services referred to above from independent
parties before selecting a vendor of such products and services.
Reports Required Under Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 ("Exchange Act")
requires of each person (i) who owns more than 10% of any class of security
which is registered or (ii) who is a director or an officer of the issuer of
such security to file with the Securities and Exchange Commission certain
reports regarding the beneficial ownership of such person of the registered
security. Capital Corp has established a procedure to aid persons who are
officers and directors of Capital Corp in timely filing reports required by
the Exchange Act.
The Board of Directors is required to disclose unreported filings from
prior years of which the Board of Directors has knowledge. The Board of
Directors has no knowledge of any late filings or any unreported filings from
1996 or prior years.
<PAGE>
Shareholder Proposals
Subject to regulations promulgated under the Exchange Act, proposals of
Shareholders intended to be presented at Capital Corp's 1997 Annual Meeting
must be received by Capital Corp not later than November 14, 1997, to be
included in the 1997 proxy statement.
Other Matters
The Board of Directors of Capital Corp know of no other matters which will be
brought before their respective Meetings, but if such matters are properly
presented to either Meeting, proxies solicited hereby relating to the
Meetings will be voted in accordance with the judgment of the persons holding
such proxies. All shares represented by duly executed proxies will be voted
at the appropriate Meeting.
If any shareholder would like a copy of Capital Corp's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996, it can be obtained
without charge (except for certain exhibits) by contacting Karen Venditti,
Secretary, Capital Corp of the West, 1160 West Olive Avenue, Suite A, Merced,
California 95348-1952.
<PAGE>
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REVOCABLE PROXY REVOCABLE PROXY
CAPITAL CORP OF THE WEST
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 8, 1997
THE PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder of common stock acknowledges receipt of the
Notice of Annual Meeting of Shareholders of Capital Corp of the West, a
California corporation (the "Company"), and the accompanying Proxy Statement
dated March 10, 1997, and revoking any proxy heretofore given, hereby
constitutes and appoints Thomas T. Hawker and Janey E. Boyce, or either of
them, with full power of substitution, as attorney and proxy to appear and
vote all of the shares of common stock of the Company standing in the name of
the undersigned which the undersigned could vote if personally present and
acting at the Annual Meeting of the Shareholders of the Company to be held at
Merced, California, on May 8, 1997, at 7:00 p.m. local time or at any
adjournments thereof, upon the following items as set forth in the Notice of
Meeting and more fully described in the Proxy Statement.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING,
PLEASE SIGN AND RETURN THIS PROXY AS PROMPTLY AS POSSIBLE
IN THE ENCLOSED POST-PAID ENVELOPE.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
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<PAGE>
CAPITAL CORP OF THE WEST
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
[ ]
The Proxy is solicited by, and on behalf of, the Board of Directors and may be
revoked prior to its exercise.
1. ELECTION OF CLASS 1 DIRECTORS FOR A TERM For Withhold For All
OF THREE YEARS -- All All Except
NOMINEES: Lloyd H. Ahlem; Dorothy L. Bizzini; / / / / / /
and Jerry E. Callister.
(INSTRUCTIONS: TO WITHHOLD A VOTE FOR ONE OR MORE NOMINEES, STRIKE A LINE
THROUGH THAT NOMINEE'S NAME ABOVE. TO VOTE FOR ALL NOMINEES EXCEPT ONE
WHOSE NAME IS STRUCK, CHECK "FOR ALL EXCEPT" BELOW. TO VOTE AGAINST OR
WITHHOLD A VOTE AS TO ALL NOMINEES, CHECK "WITHHOLD" BELOW.)
I/WE do____ or do not____ expect to attend this meeting.
2. OTHER BUSINESS. The proxies are authorized For Against Abstain
to vote in their discretion on such other / / / / / /
business as may properly come before the
Meeting or any adjournment thereof.
The Board of Directors recommends a vote for the election as directors of the
nominees names above. The Proxy, when properly executed and returned to Capital
Corp of the West, will be voted in the manner directed. If no direction is
made, this Proxy will be voted "FOR" the election as directors of the nominees
named above. If other business is presented, this Proxy shall be voted in
accordance with the best judgement of the proxy holders.
To assure a quorum, you are urged to date and sign this Proxy and mail it
promptly in the enclosed envelope, which requires no additional postage if
mailed in the United States or Canada.
Dated: , 1997
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Signature(s)
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Please sign exactly as your name(s) appear(s). When signing as attorney,
executor, administrator, trustee, officer, partner, or guardian, please give
full title. If more than one trustee, all should sign.
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