<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
NORTHERN CALIFORNIA BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
NORTHERN CALIFORNIA BANCORP, INC.
601 MUNRAS AVE, MONTEREY, CALIFORNIA 93940
(831) 649-4600
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 11, 2000
5:00 P.M.
The Annual Meeting of Shareholders of Northern California Bancorp,
Inc. (the "Company") will be held at the Company's office located at 601 Munras
Avenue, Monterey, California 93940 on Thursday, May 11, 2000 at 5:00 p.m., for
the following purposes:
1. To elect the following FIVE (5) nominees to serve as directors of
the Company until the next Annual Meeting of Shareholders and until their
respective successors shall be elected and qualified:
Charles T. Chrietzberg, Jr.
Sandra G. Chrietzberg
Peter J. Coniglio
Carla S. Hudson
John M. Lotz
2. To consider and transact such other business as may properly be
brought before the meeting and any adjournment or adjournments thereof.
Shareholders of record at the close of business on April 11, 2000
are entitled to notice of and to vote at the meeting.
YOU ARE REQUESTED TO DATE, EXECUTE AND RETURN THE ENCLOSED PROXY
WITHOUT DELAY, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. YOU MAY REVOKE
YOUR PROXY AT ANY TIME PRIOR TO THE TIME IT IS VOTED, EITHER BY ATTENDING THE
MEETING AND ELECTING TO VOTE IN PERSON, OR BY FILING WITH THE SECRETARY OF THE
COMPANY PRIOR TO THE MEETING, A WRITTEN NOTICE OF REVOCATION OR A DULY EXECUTED
PROXY BEARING A LATER DATE.
PLEASE INDICATE ON THE PROXY WHETHER YOU EXPECT TO ATTEND THE
MEETING SO THAT WE MAY ARRANGE FOR ADEQUATE ACCOMMODATIONS.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Andre G. Herrera
----------------------------------
Andre G. Herrera
Secretary
Dated: April 14, 2000
Monterey, California
<PAGE>
ANNUAL MEETING OF SHAREHOLDERS
OF
NORTHERN CALIFORNIA BANCORP, INC.
This Proxy Statement is furnished in connection with the
solicitation of proxies to be used on behalf of the Board of Directors of
Northern California Bancorp, Inc. (the "Company") at the Annual Meeting of
Shareholders of the Company to be held at the Company's office located at 601
Munras Avenue, Monterey, California, 93940 on Thursday, May 11, 2000 at 5:00
p.m., and at any adjournments thereof (the "Meeting").
Management anticipates that this Proxy Statement and the
accompanying form of proxy will be mailed to shareholders on or about April 14,
2000.
A form of proxy for voting your shares at the Meeting is enclosed.
Any shareholder who executes and delivers a proxy has the right to revoke it at
any time before it is voted by filing with the Secretary of the Company an
instrument revoking it or a duly executed proxy bearing a later date. In
addition, the powers of the proxy holders will be revoked if the person
executing the proxy is present at the Meeting and advises the Chairman of his
election to vote in person. Shares represented by a properly executed proxy
received prior to the Meeting will be voted in accordance with the shareholder's
specifications, as noted on the proxy, or if not otherwise specified, and unless
revoked, such shares will be voted in favor of election of the nominees
specified.
The proxy also confers discretionary authority to vote the shares
represented thereby on any matter that was not known at the time this Proxy
Statement was mailed which may properly be presented for action at the Meeting
and may include: approval of minutes of the prior annual meeting which will not
constitute ratification of the actions taken at such meeting; action with
respect to procedural matters pertaining to the conduct of the Meeting and
election of any person to any office for which a bona fide nominee is named
herein if such nominee is unable to serve or for good cause will not serve.
The Company's Board of Directors is soliciting the enclosed proxy.
The principal solicitation of proxies is being made by mail, although additional
solicitation may be made by telephone, telegraph or personal visits by
directors, officers and employees of the Company. The Company may, at its
discretion, engage the services of a proxy solicitation firm to assist in the
solicitation of proxies. The total expense of this solicitation will be borne by
the Company and will include reimbursement paid to brokerage firms and others
for their expenses in forwarding soliciting material and such expenses as may be
paid to any proxy soliciting firm engaged by the Company.
VOTING SECURITIES
OUTSTANDING SHARES AND RECORD DATE
Shareholders of record as of the close of business on April 11,
2000 (the "Record Date") will be entitled to notice of and to vote at the
Meeting. As of such date, the Company had 1,112,641 shares of common stock, no
par value ("Common Stock"), outstanding.
<PAGE>
VOTING RIGHTS
Each shareholder of record of Common Stock is entitled to one
vote, in person or by proxy, for each share held on all matters to come before
the Meeting, except that shareholders may have cumulative voting rights with
respect to the election of directors. Pursuant to California law, no shareholder
can cumulate votes unless, prior to the voting at the Meeting, a shareholder has
given notice of the shareholder's intention to cumulate the shareholder's votes
at the Meeting. If any shareholder has given such notice, all shareholders may
cumulate their votes for candidates in nomination. The Board of Directors does
not presently intend to cumulate votes it may hold pursuant to the proxies
solicited herein, unless shareholders direct otherwise. If, however, other
director nominations are made and any shareholder gives notice of intention to
cumulate votes, the Board of Directors intends to cumulate votes in such a
manner as to elect the maximum number of the Board of Directors' nominees.
Therefore, discretionary authority to cumulate votes in such event is solicited
in this Proxy Statement.
Cumulative voting allows a shareholder to cast a number of votes
equal to the number of directors to be elected multiplied by the number of votes
held in his or her name on the Record Date. This total number of votes may be
cast for one nominee or may be distributed among as many candidates as the
shareholder desires. The five (5) candidates receiving the highest number of
votes are elected.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of the Record Date
pertaining to beneficial ownership of the Company's Common Stock by persons
known to the Company to own 5% or more of such stock, current directors of the
Company, and all directors and officers (1) of the Company as a group. The
information contained herein has been obtained from the Company's records and
from information furnished directly by the individual or entity to the Company.
All of the persons are directors of the Company except for the David S. Lewis
Trust.
The table should be read with the understanding that more than one
person may be the beneficial owner or possess certain attributes of beneficial
ownership with respect to the same securities. Therefore, attention should be
given to the footnote references set forth in the column "Amount and Nature of
Beneficial Ownership". In addition, shares of Common Stock issuable pursuant to
options which may be exercised within 60 days of the Record Date are deemed to
be issued and outstanding and have been treated as outstanding in calculating
the percentage ownership of those individuals possessing such interest, but not
for any other individuals. Thus, the total number of shares considered to be
outstanding for the purposes of this table may vary depending upon the
individual's particular circumstance. Unless otherwise stated, voting and
investment powers are shared with the spouse of the respective shareholder under
California community property laws.
(continued on following page)
- --------
(1) As used throughout this Proxy Statement, the term "officer" refers to
Executive Officers, which includes the Chairman of the Board, President
and Chief Executive Officer; the Senior Vice President/Chief Operating
Officer and Chief Financial Officer; and the Senior Vice President and
Chief Lending Officer of the Company's wholly-owned subsidiary,
Monterey County Bank (the "Bank").
2
<PAGE>
<TABLE>
Amount and Nature of Percent of
Name and Address Beneficial Ownership Class
- --------------------------- -------------------- ----------
<S> <C> <C>
Charles T. Chrietzberg, Jr. 498,462(1)(2)(3) 43.25%
Sandra G. Chrietzberg 498,462(2)(3) 43.25%
Peter J. Coniglio 50,486(4)(5) 4.43%
Carla S. Hudson 20,089(6) 1.78%
John M. Lotz 21,175(7) 2.87%
All Directors & Executive 632,530(8) 50.95%
Officers as a Group
(6 in number)
David S. Lewis Trust 115,600(4) 10.39%
30500 Aurora del Mar
Carmel, CA 93923
</TABLE>
(1) Includes 40,250 shares subject to his employee stock options. 316,000
shares of the common Stock owned by Mr. Chrietzberg are pledged to secure
a loan from an unaffiliated bank.
(2) The shares include an aggregate of 13,838 shares held beneficially by Mr.
Chrietzberg and Mrs. Chrietzberg in Individual Retirement Accounts, where
voting power is also shared with the custodian of the account.
(3) Includes shares of spouse pursuant to California's community property
laws.
(4) Sole voting power.
(5) Includes 26,200 shares subject to the respective director's stock
options. Of the remaining shares 19,934 are held in a family trust
controlled by Mr. Coniglio, as to which he has sole voting and investment
power, while 6,352 shares are held by Hudson, Martin, Ferrante & Street,
a partnership of which Mr. Coniglio is the managing partner, with voting
and investment power.
(6) Includes 15,125 shares subject to the respective director's stock
options. The remaining shares are held jointly with family members, other
than 1,210 shares held in a corporate pension, as to which Ms. Hudson has
voting and investment power.
(7) Includes 18,150 shares subject to the respective director's stock
options. The remaining shares are held jointly with family members, with
shared voting and investment power.
(8) Includes all options included above, plus 16,988 shares of stock owned
by, and 25,150 shares subject to options held by, the executive officer
who is not also a director.
3
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The Articles of Incorporation and Bylaws of the Company provide that
the number of directors of the Company may be no less than five (5) and no more
than nine (9), with the exact number to be fixed by a resolution of the Board of
Directors or the shareholders. The number of directors is presently fixed at
five (5).
The persons named below have been nominated for election as
directors to serve until the next Annual Meeting and until their successors are
duly elected and qualified. Votes will be cast in such a way as to effect the
election of all nominees or as many as possible under the rules of cumulative
voting. If any nominee should become unable or unwilling to serve as a director,
the proxies will be voted for such substitute nominee as shall be designated by
the Board of Directors. The Board of Directors presently has no knowledge that
any of the nominees will be unable or unwilling to serve. Additional nominations
can be made only by complying with the notice provisions included in the Notice
of Meeting. This Bylaw provision is designed to give the Board of Directors
advance notice of competing nominations, if any, and the qualifications of
nominees, and may have the effect of precluding third-party nominations if not
followed. The five (5) nominees receiving the highest number of votes at the
Meeting shall be elected.
The following table provides information as of the Record Date with
respect to each person nominated and recommended to be elected by the current
Board of Directors of the Company. Year first appointed or elected refers to the
year first appointed or elected as a director of the Company or its predecessor,
the Bank. Reference is made to the section entitled "SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" for information pertaining to stock
ownership of the nominees.
<TABLE>
Yr. 1st
Appointed
Business Experience Or Elected
Name of Director Age During Past 5 Years Director
- ---------------- --- ------------------- --------
<S> <C> <C> <C>
Charles T. Chrietzberg, Jr. 58 President, Chairman and CEO of the Company, 1985
and its predecessor, Monterey County Bank
since 3/87.
Sandra G. Chrietzberg 56 Investor; formerly President and CEO, Queen 1988
of Chardonnay, Inc., dba La Reina Winery,
1984-1993
Peter J. Coniglio 70 Attorney/Partner - Hudson Martin, Ferrante & 1976
Street, Monterey, CA.
Carla S. Hudson, CPA 46 Partner, Huey & Hudson CPAs, Monterey, CA. 1994
John M. Lotz 58 President and CEO of Couroc of Monterey 1992
(1997), Real Estate developer 1991-1996
</TABLE>
Directors of the Company serve in similar capacities with the Bank.
There are no family relationships between any two or more of the directors, or
officers, except that Sandra G. Chrietzberg and Charles T. Chrietzberg, Jr. are
spouses and Andre G. Herrera, Vice President and Corporate Secretarv of the
Company, is their son-in-law.
4
<PAGE>
THE BOARD OF DIRECTORS INTENDS TO VOTE ALL PROXIES HELD BY IT IN FAVOR OF
ELECTION OF EACH OF THE NOMINEES. YOU ARE URGED TO VOTE FOR PROPOSAL 1: TO ELECT
THE FIVE (5) NOMINEES SET FORTH HEREIN TO SERVE UNTIL THE NEXT ANNUAL MEETING OF
SHARE-HOLDERS AND UNTIL THEIR RESPECTIVE SUCCESSORS SHALL BE ELECTED AND
QUALIFIED: CHARLES T. CHRIETZBERG, JR., SANDRA G. CHRIETZBERG, PETER J,
CONIGLIO, CARLA S. HUDSON AND JOHN M. LOTZ.
INFORMATION PERTAINING TO ELECTION OF DIRECTORS
COMMITTEES OF THE BOARD OF DIRECTORS: DIRECTOR ATTENDANCE
Due to the compact size of the Board of Directors, most functions
allocated to committees on a larger Board of Directors are handled by the Board
as a whole at the Company. The Company did not maintain separate loan or
nominating committees in 1999. In 1999, the only committee which was active was
the following:
The Audit Committee reviews and conducts (through outside
consultants) an independent audit of policies and procedures of the Company. The
Audit Committee, consisting of directors Coniglio, Hudson, and Lotz, met 3 times
in 1999.
During 1999, the Board of Directors of the Company held 18
regularly scheduled meetings and special meetings. Each director attended at
least 75% of the aggregate of: (1) the total number of meetings of the Board of
Directors; and (2) the total number of meetings of committees of the Board of
Directors on which the director served (during the period for which the director
served).
CASH COMPENSATION
The following information is furnished with respect to executive
officers of the Company whose aggregate cash compensation from the Company
during 1999 exceeded $100,000. All compensation was paid by the Bank; the
Company does not separately pay its officers. No restricted stock awards or LTIP
payouts were made.
<TABLE>
Annual Compensation Long Term Compensation Awards
---------------------------------- ----------------------------------------
Other Restricted Securities All
Annual Stock Underlying Other
Name & Principal Position Year Salary Bonus Compensation Award Options/ SARs Compensation
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Charles T. Chrietzberg, Jr. 1999 $156,769 $160,000 $3,578(1) None None $13,109(2)
Chairman, President & 1998 $156,020 $160,000 $5,343(1) None 25,000 $2,199(2)
CEO 1997 150,938 $160,000 $5,197(1) None None $7,530(2)
Bruce N. Warner 1999 78,765 25,888 None None None None
Senior Vice President, 1998 74,254 28,358 None None 5,000 None
Chief Financial Officer, 1997 67,268 18,020 None None 10,000 None
Chief Operating Officer
</TABLE>
(1) Represents personal use of a company automobile and insurance premiums on
life insurance policy as described below.
(2) Represents the expense accrued in the Salary Continuation Plan as more
fully described in the Long Term Incentive Plan Table.
5
<PAGE>
Until June 1, 1990 the Bank furnished certain executive officers
with a taxable car allowance. The Bank discontinued car allowances on June 1,
1990 and purchased a bank owned automobile for the use of its Chief Executive
Officer (the value of his personal use of the automobile is included above). The
Bank furnishes, on a nondiscriminatory basis, to the employees: (i) insurance
benefits; and (ii) other benefits. The value of these benefits (excluding
non-discriminatory plan benefits) was less than the lesser of $50,000 or ten
percent of the compensation shown above for the respective persons or group, and
is not included in the table.
EMPLOYMENT AGREEMENTS
During 1999 Mr. Chrietzberg was compensated pursuant to an
employment agreement effective January 1, 1997. The Board of Directors of the
Bank authorized the Bank to enter into a new three year employment contract with
Mr. Chrietzberg, effective January 1, 2000. It provides for a base salary of
$180,000 per year, a Bank furnished automobile or automobile allowance, and a
bonus based on profits. The bonus, not to exceed $160,000 annually, will equal
$10,000 for each 0.1 percent that the Bank's profits exceed 1.0 percent return
on average assets plus $10,000 for each 1 percent that the Bank's return on
equity exceeds 10.0 percent. Under the terms of the contract, if Mr. Chrietzberg
is terminated other than for cause (as defined in the contract), he is entitled
to severance compensation for his monthly salary plus a pro rated incentive
bonus for the greater of 24 months or the remaining term of his contract (which
ends in December, 2002); however, if the termination follows within twelve (12)
months after a change in control transaction (as defined in the contract), he is
entitled to such severance compensation for the greater of 24 months or the
remainder of the term of the contract.
LONG TERM INCENTIVE PLANS
The following table sets forth certain information regarding the
long term incentive plans provided for Mr. Chrietzberg.
<TABLE>
Performance or Estimated Future Payouts under
Number of Other Period Non-stock Price-Based Plans
Shares, Units Until --------------------------------
or Other Rights Maturation or Threshold Target Maximum
Name (#) Payment ($ or #) ($ or #) ($ or #)
- ---- --------------- --------------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Charles T. Salary Retirement at age 65, subject None None 75,000/yr.
Chrietzberg, Jr. Continuation to provisions for earlier payout lifetime
Agreement described below
</TABLE>
In December, 1993, the Board of Directors approved a Salary
Continuation Agreement for the benefit of Mr. Chrietzberg that provided for
payments of $75,000 per year, for 15 years, if he remains with the Bank until
normal retirement, commencing age 65. After consideration of the impact of such
an agreement on the Bank's income, the Bank amended the Agreement to provide for
one half the original benefit amounts, but adopted Surviving Income Agreements
which provide benefits upon the death of the executive to his beneficiary in a
single payment, in an amount equal to the retirement benefit. The Salary
Continuation Agreement provides for lesser payments in the event of early
retirement, generally designated to coincide with increases in the anticipated
surrender value for the life insurance policies described below.
In August, 1999, the Board of Directors amended the Salary Continuation
Agreement for the benefit of Mr. Chrietzberg which was approved in December,
1993. The amended Salary Continuation Agreement provides for payments of $75,000
per year, for Mr. Chrietzberg's lifetime. The amended Salary Continuation
Agreement provides the following with regard to the division of death proceeds
should Mr. Chrietzberg die before his sixty-fifth (65th) birthday; his
beneficiary(ies) shall be entitled to an amount equal to $1,440,000 or the net
at risk insurance portion of the proceeds, whichever amount is less. The net at
risk insurance portion is the total proceeds less the cash value of the policy.
Should Mr. Chrietzberg die on or subsequent to his
6
<PAGE>
sixty-fifth (65th) birthday, his beneficiary(ies) shall be entitled to an amount
equal to $1,000,000 or the net at risk insurance portion of the proceeds,
whichever is less, and the Bank shall be entitled to the remainder of such
proceeds.
The Bank's obligations under the Salary Continuation Agreement are not
secured by any segregated amounts, but are informally funded by the purchase of
single-premium life insurance policies. The salary continuation expense accrued
in 1999, 1998 and 1997 was $13,100, $2,199, and $7,530, respectively. Based upon
the current projected earnings of the insurance used to informally fund the
Bank's obligations under the Agreement, and the anticipated salary continuation
expense to be booked, net of tax benefits, the Bank anticipates (based upon
current tax laws and assumptions regarding the yield on alternative
investment(s)) that the cost of the benefits to be provided under the agreement
will not have a material adverse impact on the Bank's net income after taxes in
the future, although no assurance can be given in this regard. The Surviving
Income Agreement was terminated upon adoption of the amended Salary Continuation
Agreement.
1998 STOCK OPTION PLAN
During the year ended December 31, 1999 no stock options were granted
under the Company's 1998 Stock Option Plan.
The following table sets forth the number of shares of Common Stock
acquired by each of the named executive officers upon exercise of stock options
during 1999, the net value realized upon exercise, the number of shares of
Common Stock represented by outstanding stock options held by each of the named
executive officers as of December 31, 1999 and the value of such options based
on the last transaction in 1999, which the Company has knowledge of, and certain
information concerning unexercised options under the 1998 Stock Option Plan.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTIONS/
SAR VALUES
<TABLE>
Value of
Number of Unexercised
Unexercised in-the-Money
Shares Options/SARs at Options/SARs at
Acquired on Value FY-End(#) FY-End ($)(1)
Exercise Received -------------------------- ----------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ------------------------ ----------- ----------- ----------- ------------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Charles T.
Chrietzberg, Jr. 66,000 66,000 30,250 None 15,750 None
Bruce N. Warner 6,050 5,650 18,150 None 11,950 None
</TABLE>
(1) The value of unexercised options was calculated based on a trade in the
stock of the Company at $3.00 on December 31, 1999, the trade closest to
1999 fiscal year end. Trading in the stock of the Company is infrequent,
and may not be an accurate indicator of the true value of shares of stock
in the Company.
COMPENSATION OF DIRECTORS
In 1999, each director received a standard fee of $500 per regular
board meeting of the Bank attended and $150 for each committee meeting of the
Bank attended.
7
<PAGE>
OTHER COMPENSATORY PLANS
In 1995, the Company established an Employee Stock Ownership Plan (the
"ESOP") to invest in the Company's common stock for the benefit of eligible
employees. However, the Company has made no contributions to the Trust
established for the ESOP.
The Bank maintains a salary reduction plan under Section 401(k) of the
Internal Revenue Code of 1986. The 401(k) plan covers substantially all
full-time employees who have completed four months of service with the Bank.
Employees may defer up to a maximum of the lesser of 15% of annual compensation
income, or $10,500. The Bank has the discretion to make contributions which
match a portion of the employee contributions. No contributions were made by the
Bank during the years 1995-1999.
CERTAIN TRANSACTIONS
The Bank has had, and expects to have in the future, banking transactions
in the ordinary course of its business with directors, officers, principal
shareholders and their associates. Management of the Bank believes that these
transactions have been (and those in the future are intended to be) on
substantially the same terms, including interest rates, collateral and repayment
terms on extensions of credit, as those prevailing at the same time for
comparable transactions with others and did not involve more than the normal
risk of collectibility or present other unfavorable features. Management does
not believe that any such loans are outside the ordinary course of business. The
following table sets forth information on extensions of credit to directors and
to directors' interests, principal shareholders and officers.
<TABLE>
Outstanding as of
Maximum December 31, 1999
---------- ----------------------
Percent of Percent of
Equity Equity
Name Amount Capital Amount Capital
- ------------------- ----------- --------- ------- ----------
<S> <C> <C> <C> <C>
Peter J. Coniglio 900,000 24.63% 895,178 22.53%
Carla S. Hudson 72,950 2.10% 0 0.00%
John M. Lotz 109,577 3.19% 2,308 0.06%
Directors, Principal
Shareholder, and Officers
as a Group (5 in number) 1,082,527 31.52% 897,486 22.59%
</TABLE>
ACCOUNTANTS
Hutchinson & Bloodgood LLP served as the Company's and the Bank's
principal accountant during 1999, and it is anticipated that such firm will be
retained in the same capacity in 2000. A representative of the firm is expected
at the Meeting, to be available to answer appropriate questions from
shareholders in attendance and to make any statement the representative desires.
8
<PAGE>
SECTION 16(a) FENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors, and persons who own more than 10% of
the Common Stock to file reports of stock ownership and changes in stock
ownership with the Securities and Exchange Commission (the "SEC"). The executive
officers, directors and greater than 10% shareholders are required by regulation
to furnish the Company with copies of all Section 16(a) reports they file.
Based solely on its review of the copies of such forms received by the
Company, or written representations from certain reporting persons that no such
forms were required for those persons, the Company believes that during 1999 all
filing requirements applicable to the Company's executive officers, directors,
and greater than 10% shareholders were complied with.
ANNUAL REPORT ON FORM 10-KSB
The annual report of the Company on Form 10-KSB for the fiscal year
ended December 31, 1999 is included with this mailing to shareholders.
PROPOSALS BY SHAREHOLDERS AT 2000 ANNUAL MEETING
If any shareholder of the Company timely notifies the Company of his
intention to present a proposal for action at a forthcoming meeting of the
Company's shareholders, the Company will set forth the proposal in its proxy
statement or information statement. Any shareholder desiring to submit a
proposal for action at the 2001 Annual Meeting of Shareholders should submit
such proposal in writing to the Company at its principal place of business no
later than December 14, 2000.
OTHER MATTERS
The SEC rules permit the Proxy to confer discretionary authority to vote
on any matter if the Company did not have notice of the matter at least 45 days
before the date on which the Company first mailed its Proxy Materials for the
prior year's Annual Meeting of Shareholders or, if the date of the Annual
Meeting has changed by more than 30 days from the prior year, then notice must
not have been received a reasonable time before mailing the Proxy Materials. The
Company has not received notice of any other maters a reasonable time before
mailing these Proxy Materials, accordingly, discretionary authority is conferred
to the persons named in the accompanying Proxy to vote on any matter other than
those set forth above. It is the intention of the persons named in the
accompanying proxy to vote said proxy in accordance with the recommendation of
management and authority to do so is included in the proxy.
Northern California Bancorp, Inc.
/s/ Andre G. Herrera
---------------------
Andre G. Herrera
Corporate Secretary
Dated: April 14, 2000
Monterey, California
9
<PAGE>
PROXY
NORTHERN CALIFORNIA BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
The undersigned shareholder of Northern California Bancorp, Inc. (the
"Company") hereby nominates, constitutes and appoints Charles T. Chrietzberg,
Jr., and Peter J. Coniglio, and each of them, the attorney, agent and proxy of
the undersigned, with full power of substitution, to vote all stock of the
Company which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Company to be held at the Company's office located at 601
Munras Avenue, Monterey, California at 5:00 PM. on May 11, 2000, and any
adjournments thereof, as fully and with the same force and effect as the
undersigned might or could do if personally present, as follows:
1. ELECTION OF DIRECTORS. To elect as directors the nominees set forth below:
[ ] FOR all nominees listed (except as marked to the contrary below).
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), STRIKE
A LINE THROUGH THE NOMINEE'S NAME(S) IN THE LIST BELOW:
Charles T. Chrietzberg, Jr.
Sandra G, Chrietzberg
Peter J. Coniglio
Carla S. Hudson
John M. Lotz
2. To transact such other business as may properly come before the meeting.
EXECUTION OF THIS PROXY CONFERS AUTHORITY TO VOTE "FOR" PROPOSAL 1 UNLESS
THE SHAREHOLDER DIRECTS OTHERWISE. IF ANY OTHER BUSINESS IS PRESENTED AT SAID
MEETING, THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE
BOARD OF DIRECTORS.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title. If more than one trustee, all should sign. All joint
owners must sign.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1. THIS PROXY IS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE REVOKED PRIOR TO ITS
EXERCISE.
I/we do [ ] do not [ ] expect to attend this meeting.
Dated: ______________________, 2000
___________________________________
Signature of Shareholder(s)
___________________________________
Signature of Shareholder(s)
