SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [XX]
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))
[XX] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to section 240.14a-11(c)
or section 240.14a-12
CALIFORNIA COMMUNITY BANCSHARES CORPORATION
- -------------------------------------------------
(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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on the table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and
state how it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check the box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for
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previous filing by registration statement number, or the
form or Schedule and the date of its filing.
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[LOGO]
CALIFORNIA
COMMUNITY
BANCSHARES
CORPORATION
Dear Stockholders:
The 1997 Annual Meeting of Stockholders of California Community
Bancshares Corporation (the "Corporation") will be held at 6:30
P.M. on Thursday, May 15, 1997, at the Paradise Valley Golf
Course, located at 3900 Paradise Valley Drive, Fairfield,
California. In connection with the Annual Meeting, we are
enclosing the following:
1. Notice of Annual Meeting of Stockholders.
2. Proxy Statement.
3. Proxy Card.
We encourage you to read all of the enclosed materials
carefully and invite you to attend the Annual Meeting. Whether
or not you plan to attend the Annual Meeting, please properly
complete and execute the enclosed Proxy and return it as promptly
as possible so that your stock may be represented at the Annual
Meeting.
We appreciate your support and look forward to seeing you at
the Annual Meeting on Thursday, May 15, 1997.
Cordially,
/S/ BERNARD E. MOORE /S/ WALTER O. SUNDERMAN
- ------------------------ -----------------------------------
Bernard E. Moore Walter O. Sunderman,
Chairman of the Board President & Chief Executive Officer
[LOGO]
555 MASON STREET, SUITE 280
VACAVILLE, CA 95688
(707) 448-1200
FAX(707) 448-1731
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CALIFORNIA COMMUNITY BANCSHARES CORPORATION
Notice of 1997 Annual Meeting of Stockholders
Thursday, May 15, 1997 at 6:30 P.M.
To the Stockholders,
The 1997 Annual Meeting of Stockholders of California Community
Bancshares Corporation (the "Corporation") will be held at
Paradise Valley Golf Course, located at 3900 Paradise Valley
Drive, Fairfield, California on Thursday, May 15, 1997 at 6:30
P.M., for the following purposes:
1. To elect nine (9) Directors of the Corporation to serve
until the 1998 Annual Meeting.
2. To ratify the appointment of Deloitte & Touche, LLP as
independent certified public accountants for the Corporation.
3. To consider such other business as may properly come before
the Annual Meeting and any adjournment or postponement thereof.
Section 2.10 of the By-laws of the Corporation provides for the
nomination of Directors, as follows:
Nominations of persons for election to the Board of Directors
of the Corporation may be made at the meeting of stockholders (a)
by or at the direction of the Board of Directors or (b) by any
stockholder of the Corporation entitled to vote for the election
of Directors at the meeting who has complied with the notice
procedures set forth in this Section. Such nominations, other
than those made by or at the direction of the Board of Directors,
shall be made pursuant to timely notice in writing to the
Secretary of the Corporation. To be timely, a stockholder's
notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation not less than
thirty (30) days nor more than sixty (60) days prior to the
meeting: provided, however, that if less than forty (40) days'
notice of the date of the meeting is given to stockholders,
notice by the stockholder to be timely must be so received not
later than the close of business on the tenth day following the
day on which such notice of the date of the meeting was mailed.
A stockholder's notice shall set forth (a) as to each person whom
the stockholder proposes to nominate for election or reelection
as a Director, all information relating to such Person that is
required to be disclosed in solicitations of proxies for election
of directors pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (including such person's written
consent to being named in the proxy statement as a nominee and to
serving as a Director if elected); and (b) as to the stockholder
giving the notice (i) the name and address, as they appear on the
Corporation's books, of such stockholders and (ii) the class and
number of shares of the Corporation's stock which are owned by
such stockholders. At the request of the Board of Directors, any
person nominated by the Board of Directors for election as a
Director shall furnish to the Secretary of the Corporation that
information required to be set forth in a stockholder's notice of
nomination which pertains to the nominee. No person shall be
eligible for election as a Director of the Corporation unless
nominated in accordance with the procedures set forth in this
Section. The Chairman of the meeting shall, if the facts
warrant, determine and declare to the meeting that a nomination
made at the meeting was not made in accordance with the
provisions of this Section, and if he or she should so determine,
he or she shall so declare to the meeting and the nomination
shall be disregarded.
Only Stockholders of record at the close of business on March
24, 1997 (the "Record Date"), are entitled to notice of and to
vote at the Annual Meeting or any adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS,
/S/ JOHN C. USNICK
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John C. Usnick, Secretary
Vacaville, California
April 18, 1997
WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE SIGN
AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
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Mailed to Stockholders on
or about April 18, 1997
CALIFORNIA COMMUNITY BANCSHARES CORPORATION
555 Mason Street, Suite 280
Vacaville, California 95688
(707) 448-1200
PROXY STATEMENT
INFORMATION CONCERNING THE SOLICITATION
The enclosed proxy (the "Proxy") is solicited on behalf of the
Board of Directors of California Community Bancshares Corporation
(the "Corporation") for use at the Annual Meeting of Stockholders
to be held at the Paradise Valley Golf Course, located at 3900
Paradise Valley Drive, Fairfield, California at 6:30 P.M. on
Thursday, May 15, 1997, and at any adjournment or postponement
thereof (the "Meeting"). Only stockholders of record of the
Corporation's common stock at the close of business on March 24,
1997 (the "Record Date"), will be entitled to notice of and to
vote at the Meeting. At the close of business on the Record
Date, the Corporation had 1,000,150 outstanding shares of its
common stock, $.10 par value per share, (the "Common Stock").
Holders of Common Stock are entitled to one vote for each share
held. Holders of the Common Stock do not have cumulative voting
rights.
Any person submitting a Proxy in the form accompanying this
Proxy Statement has the power to revoke or suspend such Proxy
prior to its exercise. A Proxy is revocable prior to the Meeting
by a written directive to the Corporation or by a duly executed
Proxy bearing a later date, delivered to the Secretary of the
Corporation. A Proxy may also be revoked if the stockholder is
present and elects to vote in person at the Meeting.
The Corporation will bear the entire cost of preparing,
assembling, printing and mailing proxy materials furnished by the
Board of Directors to stockholders. Copies of proxy materials
will be furnished to brokerage houses, fiduciaries and custodians
to be forwarded to the beneficial owners of the Common Stock. In
addition to the solicitation of Proxies by use of the mail, some
of the officers, directors and employees of the Corporation may
(without additional compensation) solicit Proxies by telephone or
personal interview, the costs of which the Corporation will bear.
Each Proxy will be voted as directed by the stockholder
submitting the Proxy, and, if no instructions are given on the
Proxy, it will be voted "FOR" the election of the nine nominees
for Director recommended by the Board of Directors, and "FOR"
the ratification of the appointment of Deloitte & Touche, LLP as
independent public accountants for the Corporation for the 1997
fiscal year, all as described in the Proxy Statement and, at the
proxy holders' discretion, on such other matters, if any, which
may properly come before the Meeting (including any proposal to
adjourn the Meeting). In the election of Directors, the nine
candidates receiving the highest number of votes will be elected.
The ratification of the appointment of the independent public
accountants will each require the affirmative vote of a majority
of the shares represented and voted at the Meeting. A majority
of the shares entitled to vote, represented either in person or
by a properly executed Proxy, will constitute a quorum at the
Meeting. Abstentions and broker nonvotes will be counted for
purposes of determining a quorum only.
A copy of the Annual Report of the Corporation for the fiscal
year ended December 31, 1996, including audited financial
statements (the "Annual Report"), is enclosed, but is not deemed
to be a part of the Proxy solicitation materials. Additional
copies of the Annual Report are available upon request to Andrew
S. Popovich, Executive Vice President and Chief Administrative
Officer of the Corporation. A COPY OF THE CORPORATION'S 1996
ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION ON FORM
10-KSB MAY ALSO BE OBTAINED WITHOUT CHARGE BY WRITING TO MR.
POPOVICH, C/O CALIFORNIA COMMUNITY BANCSHARES CORPORATION, AT 555
MASON STREET, SUITE 280, VACAVILLE, CA 95688-4612.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The By-laws of the Corporation provide a procedure for
nomination for election of members of the Board of Directors,
which procedure is printed in full on the Notice of Annual
Meeting of Stockholders accompanying this Proxy Statement.
Nominations by stockholders can be made only by complying with
the Corporation's By-laws and the notice provisions included in
the Notice of Annual Meeting of Stockholders. Nominations not
made in accordance therewith may, in the discretion of the
Chairman of the Meeting, be disregarded, and, upon his
instruction, the inspectors of election shall disregard all votes
cast for such nominee(s). This By-law 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 authorized number of Directors of the corporation maybe no
less than three (3) or more than twenty-one (21), with the exact
number within such range to be fixed by resolution of the Board
of Directors or by the stockholders at an annual meeting. The
current number of Directors is nine (9). Directors need not be
stockholders.
All Proxies will be voted for the election of the following
nine (9) nominees recommended by the Board of Directors, all of
whom are incumbent Directors, unless authority to vote for the
election of any or all directors is withheld. The persons named
below, all of whom are currently members of the Corporation's
Board of Directors, have been nominated for election as Directors
to serve until the next Annual Meeting and until their successors
are duly elected and qualified.
Dorce L. Daniel William J. Hennig Bernard E. Moore
Melvin M. Norman Stephen R. Schwimer Donald E. Sheahan
Dr. Gary E. Stein Walter O. Sunderman John C. Usnick
If any nominee should unexpectedly decline or be unable to
serve as a Director, the Proxies may be voted for a substitute
nominee to be designated by the Board of Directors. The Board of
Directors has no reason to believe that any nominee will become
unavailable and has no present intention to nominate persons in
addition to or in lieu of those named above. The Board of
Directors recommends a vote "FOR" each of the nominees listed
above.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of the Record Date, no individual or group was known by the
Corporation to own beneficially more than five percent (5%) of
the outstanding shares of the Corporation's Common Stock.
The following table sets forth information as of the Record
Date, with respect to each person nominated for election as a
Director (each of whom is an incumbent Director) and each
executive officer named in the Summary Compensation Table
elsewhere herein, as well as for all Directors and executive
officers as a group.
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, careful attention should be given to the
footnote references set forth in the column "Amount and Nature of
Beneficial Ownership." In addition, shares issuable pursuant to
options to purchase Common Stock which may be exercised within 60
days of the Record Date are deemed to be issued and outstanding
and have been utilized 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.
Name and Address of Amount and Nature of Percent
Beneficial Owner(F1) Beneficial Ownership(F2) of Class(F2)
Ronald A. Alfstad 26,137(F3) 2.58 %
Dorce L. Daniel 18,522(F4) 1.84 %
William J. Hennig 33,600(F4)(F5) 3.33 %
Bernard E. Moore 9,050(F4) 0.90 %
Melvin M. Norman 32,586(F4)(F6) 3.23 %
Andrew S. Popovich 22,299(F7) 2.20 %
Stephen R. Schwimer 37,262(F4) 3.70 %
Donald E. Sheahan 31,120(F4)(F8) 3.09 %
Dr. Gary E. Stein 22,177(F4)(F9) 2.20 %
Walter O. Sunderman 40,073(F10) 3.93 %
John C. Usnick 28,184(F4)(F11) 2.79 %
All directors and officers
as a group (11 in number) 301,011(F12)(F13) 27.04 %
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F1 The address for all persons is c/o California Community
Bancshares Corporation, 555 Mason Street, Suite 280,
Vacaville,California 95688-4612.
F2 Includes shares beneficially owned, directly and indirectly,
together with associates. Subject to applicable community
property laws and shared voting and investment power with a
spouse, the persons listed have sole voting and investment
power with respect to such shares unless otherwise noted.
F3 Includes options to acquire 11,601 shares which are
exercisable within 60 days of the Record Date. Also,
includes 2,077 held in an individual retirement account.
Also includes conversion rights, pursuant to the
Corporation's Convertible Subordinated Debentures due 2003,
to acquire 2,353 shares.
F4 Includes options to acquire 8,465 shares which are
exercisable within 60 days of the Record Date.
F5 Includes 25,135 shares held by the Bill and Joan Hennig
Family Trust, of which Mr. Hennig and his wife, Joan, are
trustees.
F6 Includes 24,121 shares held by Melvin M. Norman
Construction, Inc. Profit Sharing Plan, over which Mr.
Norman has sole voting and investment power.
F7 Includes options to acquire 12,087 shares which are
exercisable within 60 days of the Record Date. Also,
includes 1,890 shares held by Mr. Popovich as custodian for
his daughter, Sara Kate; and 958 shares held by Mr. Popovich
as custodian for his daughter, Amy Beth. Also, includes
2,028 held in an individual retirement account and 150 held
in an individual retirement account for his wife. Also
includes conversion rights, pursuant to the Corporation's
Convertible Subordinated Debentures due 2003, to acquire
549 shares.
F8 Includes 17,510 shares held by the Donald and Patricia
Sheahan Family Trust, of which Mr. Sheahan and his wife,
Patricia, are trustees. Also, includes 5,145 shares held in
an individual retirement account.
F9 Includes 2,006 shares owned by Dr. Stein's wife, Dr. Jana
Boyce-Stein, as to which shares Dr. Stein disclaims
beneficial ownership. Also, includes 2,019 held in an
individual retirement account.
F10 Includes options to acquire 18,541 shares which are
exercisable within 60 days of the Record Date. Also,
includes 2,016 shares held in an individual retirement
account for Mr. Sunderman and includes 880 shares held in
an individual retirement account for his wife Mary I.
Sunderman. Also, includes 261 shares held by Mr. Sunderman
as custodian for his son, Paul David.
F11 Includes 1,398 shares held by Mr. Usnick as custodian for
his daughter, Adrian; and 2,126 shares held by Mr. Usnick as
custodian for his daughter, Alexis. Also, includes 355
shares held in an individual retirement account.
F12 Includes options with respect to 42,229 shares held by Mr.
Sunderman and the executive officers of the Corporation as a
group and options with respect to 67,720 shares held by
nonemployee directors subject to options exercisable within
60 days which are deemed outstanding, and these options have
been added to the shares which are outstanding for the
purpose of determining the percent of the class held by the
group.
F13 Includes conversion rights, pursuant to the Corporation's
Convertible Subordinated Debentures due 2003, to acquire
2,902 shares as a group.
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The principal occupations of the Directors and executive
officers of the Corporation, for the previous five years are as
follows:
Ronald A. Alfstad (age 59), has been Executive Vice President
of the Corporation since July 1, 1996 and Senior Vice President
of the Corporation from October 1995 thru July 1, 1996 and has
been Executive Vice President of the Bank since July 1, 1996 and
Senior Vice President and Chief Credit Officer from January 1986
thru July 1996.
Dorce L. Daniel (age 60), a Director of the Corporation since
1995 and a Director of the Bank since 1988, is the owner of
Daniel Properties, a real estate development company; and
President of Danjon, Inc., a land development company.
William J. Hennig (age 65), a Director of the Corporation since
1995 and a Director of the Bank since 1983, is the President of
the Hennig Company, Ltd., a property management company.
Bernard E. Moore (age 67), the Chairman of the Board of
Directors of the Corporation since 1995 and the Chairman of the
Board of Directors of the Bank since 1986 and Director of the
Bank since 1983, is President of Bernard Moore, Inc., d.b.a.
Moore Tractor, Inc., which sells farm implements.
Melvin M. Norman (age 58), a Director of the Corporation since
1995 and a Director of the Bank since 1983, is the President of
Melvin M. Norman Construction, Inc., a construction company and
he is the owner of Dry Clean USA, a dry-cleaning company.
Andrew S. Popovich (age 46), has been Executive Vice President
of the Corporation since 1995 and has been Executive Vice
President of the Bank since 1991 and Chief Administrative Officer
since 1990.
Stephen R. Schwimer (age 55), a Director of the Corporation
since 1995 and a Director of the Bank since 1983, is the
President of Cavalier Services Inc., a master franchiser of
Coverall of North America Inc., a commercial cleaning business,
since 1991.
Donald E. Sheahan (age 68), the Vice Chairman of the Board of
Directors of the Corporation since 1995 and the Vice Chairman of
the Board of Directors of the Bank since 1986 and Director of the
Bank since 1983, is the President of California-Hawaii
Corporation, a property management company.
Dr. Gary E. Stein (age 51), a Director of the Corporation since
1995 and a Director of the Bank since 1983, is a Physician in
Vacaville, the Associate Medical Director of the University of
California, Davis Medical Group, Vacaville.
Walter O. Sunderman (age 56), has been Director, President and
Chief Executive Officer of the Corporation since 1995 and has
been Director, President and Chief Executive Officer of the Bank
and its subsidiaries since 1983.
John C. Usnick (age 50), a Director and the Secretary of the
Board of Directors of the Corporation since 1995 and the
Secretary and Director of the Board of Directors of the Bank
since 1983, is an Attorney at Debevec, Usnick & Long, Inc., a law
firm in Vacaville.
Each of the above Directors have been a Director of the Bank's
subsidiary Conpac Development Corporation (Conpac) since 1984,
except Dan Daniel who became a Director of Conpac in 1988. None
of the Corporation's Directors is a director of any other
reporting company. There are no family relationships between any
of the Directors and executive officers of the Corporation.
There are no arrangements or understandings pursuant to which any
of the Directors was or is to be selected as a Director or
nominee.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Corporation has an Audit
Committee, the members of which are Messrs. Sheahan, as
Chairman, Hennig, Norman and Schwimer. The Audit Committee met
four (4) times during 1996, including meetings prior to
incorporation of the Corporation. The functions of the Audit
Committee are to monitor The Corporation's and the Bank's
financial organization and financial reporting; to monitor and
analyze the results of internal and regulatory examinations; and
to recommend the appointment of and to oversee the independent
auditors.
The Board of Directors of the Corporation has a Compensation &
Profit Sharing Committee / Stock Option Committee the members of
which are Messrs. Usnick, as Chairman, Daniel, Moore and Stein.
The Compensation & Profit Sharing Committee / Stock Option
Committee met one (1) time during 1996. The functions of the
Compensation & Profit Sharing Committee / Stock Option Committee
are to review the compensation of the Corporation's executive
officer and makes recommendations to the Board of Directors
regarding compensation.
The Corporation does not have a nominating committee. The
Board of Directors performs the function of a nominating
committee, which function is to recommend and nominate qualified
individuals to serve on the Corporation's Board of Directors.
The Board of Directors of the Corporation met fifteen (14)
times during 1996, the Board of Directors of the Bank met fifteen
(15) times during 1996 and the Board of Directors of Conpac
Development Corporation did not meet during 1996. During 1996,
all Directors attended at least 75% of the aggregate of the
meetings of the Board of Directors and the meetings of the above
committees of the Board of Directors on which each Director
served.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF
1934
Section 16(a) of the Securities Exchange Act of 1934, as
amended, (the "Act"), as administered by the Securities and
Exchange Commission (the "SEC"), requires the Bank's directors
and executive officers and persons who own more than ten percent
of a registered class of the Bank's equity securities to file
with the SEC initial reports of ownership and reports of changes
in ownership of Common Stock of the Corporation. Officers,
directors and greater than ten percent stockholders are required
by the SEC to furnish the Bank with copies of all Section 16(a)
forms they file.
To the Corporation's knowledge, based upon a review of the
copies of such reports furnished to the Corporation and written
representations that no other reports were required, during the
fiscal year ended December 31, 1996, all such filing requirements
applicable to its officers, directors and ten percent
shareholders were complied with pursuant to Section 16(a) of the
Act.
SUMMARY COMPENSATION TABLE
The following table sets forth all compensation awarded to,
earned by or paid for services rendered in all capacities to the
Corporation and its subsidiaries by its Chief Executive Officer
and the other officers of the Corporation and its subsidiaries
whose salary and bonus for 1996 exceeded $100,000 (the "Named
Executive Officers").
Annual Compensation
--------------------------------------
Name and Other All Other
Principal Position Year Salary Bonus Annual(F1) Comp.
- ---------------------------------------------------------------
Walter O. Sunderman 1996 $147,888 $30,130 $ 0 $322,917(F2)
President, CEO 1995 $140,838 $28,003 $ 0 $ 20,118
and Director 1994 $134,130 $17,056 $ 0 $ 19,250
- ---------------------------------------------------------------
Andrew S. Popovich 1996 $ 96,446 $19,649 $ 15,798 $209,438(F3)
EVP and CAO 1995 $ 91,854 $18,264 $ 0 $ 9,875
1994 $ 87,483 $11,125 $ 0 $ 9,754
- ---------------------------------------------------------------
Ronald A. Alfstad 1996 $ 92,856 $19,092 $ 0 $204,238(F4)
EPV and CCO 1995 $ 87,576 $17,413 $ 0 $ 11,131
1994 $ 83,406 $10,606 $ 0 $ 11,494
- ----------------------
F1 Consisted of the value realized upon the exercise of stock
options.
F2 Reflects (for 1996) $303,000 Mr. Sunderman would be entitled
to receive (2x then current annual base salary) in the event
of a merger or change in control of the Corporation,
resulting in his terminated. This payment hereunder includes
the change of control payment described below. In the event
of change of control but neither Mr. Sunderman nor his
agreement is terminated, Mr. Sunderman would be entitled to
receive a lump sum payment equal to one time his then current
annual base salary ("change of control payment"). Mr.
Sunderman may be entitled to other payments as a result of a
merger or change of control of the Corporation under certain
other circumstances. See "Employment Agreements and
Supplemental Retirement Plan" herein. Also includes (for
1996) $10,917 in Medical and Life insurance payments and
$9,000 in Profit Sharing Contributions made by the Bank on
behalf of Mr. Sunderman.
F3 Reflects (for 1996) $197,600 Mr. Popovich would be entitledto
receive (2x then current annual base salary) in the event of
a merger or change in control of the Corporation, resulting
in histerminated. This payment hereunder includes the change
of control payment described below. In the event of change
of control but neither Mr. Popovich nor his agreement is
terminated,Mr. Popovich would be entitled to receive a lump
sum paymentequal to six months his then current annual base
salary ("changeof control payment"). Mr. Popovich may be
entitled to otherpayments as a result of a merger or change
of control of the Corporation under certain other
circumstances. See "Employment Agreements and Supplemental
Retirement Plan" herein. Also includes (for 1996) $4,347 in
Life insurance payments and $7,491 in Profit Sharing
Contributions made by the Bank on behalf of Mr. Popovich.
F4 Reflects (for 1996) $192,000 Mr. Alfstad would be entitled to
receive (2x then current annual base salary) in the event of
a merger or change in control of the Corporation, resulting
in his terminated. This payment hereunder includes the
change of control payment described below. In the event of
change of control but neither Mr.Alfstad nor his agreement is
terminated,Mr.Alfstad would be entitled to receive a lump sum
payment equal to six months his then current annual base
salary ("change ofcontrol payment"). Mr. Alfstad may be
entitled to other payments as a result of a merger or change
of control of the Corporationunder certain other
circumstances. See "Employment Agreementsand Supplemental
Retirement Plan" herein. Also includes (for1996) $5,868 in
Life insurance payments and $6,368 in Profit Sharing
Contributions made by the Bank on behalf of Mr. Alfstad.
- -------------------
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE OF
CONTROL ARRANGEMENTS
On November 1, 1989, Continental Pacific Bank (the "Bank")
entered into two-year employment agreements ("Agreements") with
Messrs. Alfstad, Popovich and Sunderman in recognition of their
past contributions to the Bank and in order to provide an
incentive to retain and motivate them in connection with their
continued employment with the Bank. Following consummation of
the reorganization, the agreements were amended to substitute the
Corporation as the employer. The Agreements are automatically
extended for successive additional one-year terms unless certain
events occur or the Corporation gives notice that an agreement
will not be extended.
Under the Agreements, commencing with the 1990 fiscal year, the
Bank agreed to allocate to a bonus pool an amount equal to a
specified percentage of consolidated profits which exceed a
specified return on consolidated average equity. The bonus pool
is then distributed to the above-named individuals in proportion
to the ratio of that individual's current base salary to the sum
of the three base salaries.
In the event of the termination of any of the Agreements or any
Executive Officer, without cause, within either six (6) months
prior to or twelve (12) months after a merger, acquisition, or
other change of control of the Corporation, as defined in the
Agreements (a "Change of Control"), each Executive Officer so
terminated would be entitled to receive a lump sum payment equal
to two times his then current current base salary; provided,
however, that the change of control payment and the termination
payment, defined below, shall first be deducted from the lump sum
payment hereunder.
In the event a Change of Control occurs but neither the
Executive Officer nor his Agreement is terminated, Mr. Sunderman
would be entitled to receive a lump sum payment equal to one time
his then current annual base salary, and Messrs. Alfstad and
Popovich would each be entitled to receive a lump sum payment
equal to one half of his then current annual base salary ("change
of control payment").
If a Change of Control is consummated for a total purchase or
investment of more than 1.75 times the book value of the
Corporation's stock as of the month prior to the announcement of
the Change of Control, then Messrs. Sunderman and Popovich will
be entitled to receive an additional incentive payment calculated
based upon a percentage of the purchase price over the 1.75
threshold dependent upon the ratio of the purchase price to book
value of the Corporation's stock. However, in no event shall the
incentive payment exceed twice the Executive Officer's then
current annual base salary.
The Agreements further provide for severance payments for Mr.
Sunderman in the amount of one times his then current annual base
salary and for Messrs. Alfstad and Popovich in the amount of
one-half times their respective then current annual base salaries,
plus certain other expenses if the named individuals are
otherwise terminated without cause ("termination payment").
Pursuant to the certain performance targets specified in the
Agreement, Mr. Sunderman received, options to purchase 1,000
shares in 1990 and 1,000 shares in 1992 (currently he has options
to purchase 1,331 shares and 1,210 shares, respectively, due to
subsequent stock dividends) of the Bank's Common Stock at its
then current market value and Messrs. Alfstad and Popovich each
received options to purchase 650 shares in 1990 and 650 shares in
1992 (currently they each have options to purchase 865 shares and
787 shares, respectively, due to subsequent stock dividends)
shares of the Bank's Common Stock. These options are subject to
adjustment for subsequent stock dividends.
COMPENSATION OF DIRECTORS
During 1996, Directors of the Corporation and the Bank were
paid $650 per Board Meeting attended and $250 per Committee
meeting attended, except that if the Director was a member of the
Board of Directors of both the Corporation and the Bank, and both
Boards met on the same day, the Director only received a single
$650 fee for attending both meetings. Payment of certain
Director compensation was deferred under the Corporation's
Deferred Compensation Plan. Directors of Conpac Development
Corporation were paid $300 per Board Meeting attended and $150
per Committee meeting attended. Mr. Sunderman does not receive
Director's fees. Directors electing coverage under the group
health insurance plan available to employees of the Corporation
have been required to pay 100% of their premiums.
The Corporation's 1993 Stock Option Plan provides for annual
automatic Stock Option grants to non-employee Directors.
STOCK OPTION PLANS
The Bank adopted a Stock Option Plan in 1983 which terminated
on November 8, 1993 ("the "1990 Plan"). The Bank adopted a new
stock option plan in 1993 (the "1993 Plan"), which was approved
by stockholders in 1993 and amended in 1994 and 1996. Both the
1990 Plan and the 1993 Plan became stock option plans of the
Corporation following the reorganization. As a result of the
reorganization, options to purchase the Banks Common Stock were
converted into options to purchase the same number of shares of
the Corporations Common Stock.
Pursuant to the 1990 Plan, both nonqualified and incentive
stock options were issued. As of the date the 1990 Plan
terminated, nonemployee directors had been granted options to
purchase 44,722 shares of the Corporation's Common Stock.
Pursuant to the 1993 Plan, both nonqualified and incentive
stock options may be issued. The 1993 Plan allows for the
issuance of options to purchase up to 200,000 shares of the
Corporation's Common Stock. As of the "Record Date", 7,453
shares have been issued pursuant to the exercise of options under
the 1993 Plan. 78,982 shares were subject to outstanding options
and 113,565 shares were available for future grant.
The 1993 Plan provides that all options be granted at an
exercise price of not less than 100% of fair market value on the
date of grant to key, full-time salaried employees and officers
of the Corporation and the Bank. Options are exercisable in
installments as provided in individual stock option agreements.
The selection of individual participants is determined by the
Stock Option Committee, or in the absence of such committee, by
the full Board of Directors; however, vesting provisions for
non-employee directors may not be modified from those set forth in
the 1993 Plan. The 1993 Plan provides that each nonemployee
Director, who first joins the Board after May 13, 1993, shall
receive a nonstatutory stock option ("NSO") covering 1,000 shares
of the Corporation's Common Stock on the first business day after
his or her initial election or appointment to the Board.
Additionally, on the first business day following the conclusion
of each regular annual meeting of the Corporation's stockholders
after the year 1993, each nonemployee Director who continues
serving as a member of the Board thereafter is entitled to
receive an NSO covering 250 shares of Corporation's Common Stock.
Each option granted under the 1993 Plan is transferable only by
will or the laws of descent and distribution and is exercisable
during each optionee's lifetime only by the optionee. The Board
of Directors has the complete power and authority to terminate or
amend the 1993 Plan; provided, however, that the Board of
Directors may not amend the 1993 Plan without, where required by
law, the approval of stockholders; provided further, that the
Board may not amend the 1993 Plan provisions relating to the
amount, price and timing of option grants to nonemployee
directors more than once in any six-month period without
stockholder approval.
There were no options granted to Messrs. Alfstad, Popovich and
Sunderman in 1996.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year
End Option Values
Number of
Securities Underlying Value of
Shares Unexercised Options In-the-Money Options
Acquired at Fiscal Year End at Fiscal Year End
on Value ---------------------- --------------------------
Name Exercise Realized Exercised Unexercised Exercised(F1) Unexercised
- --------- -------- -------- --------- ----------- ------------- -----------
Walter O.
Sunderman n/a n/a 18,541 0 $100,656 0
Andrew S.
Popovich 1,749 15,797.75 12,087 0 $ 65,612 0
Ronald A.
Alfstad n/a n/a 11,601 0 $ 63,060 0
- ---------------------------
F1 Based upon fair market value of $16.00 at December 31, 1996
SUPPLEMENTAL RETIREMENT PLAN
As of August 1, 1993, the Board of Directors adopted a
supplemental retirement plan (the "Supplemental Plan") designed
to provide certain employees with retirement benefits in excess
of those provided under the Corporation's profit sharing plan.
Participation in the Supplemental Plan is limited to those
individuals selected by the Corporation in its sole discretion.
As of December 31, 1996, the participants in the Supplemental
Plan were Messrs. Alfstad, Fletcher, Popovich and Sunderman.
The Supplemental Plan provides a retirement benefit that is
payable in installments over a 15-year term. However, upon
commencement of participation in the Supplemental Plan, a
participant may elect to receive his future benefits in the form
of a lump sum, in lieu of installments. Payments begin on the
participant's retirement or attainment of age 62, whichever is
later.
The amount of each participant's annual benefit is equal to (i)
his vested percentage, multiplied by (ii) 2% of his average
annual compensation for the thirty-six months immediately
preceding his termination of employment, multiplied by (iii) his
years of employment with the Corporation up to 25, minus (iv) the
annual benefit that could be provided by the participant's profit
sharing plan vested account balance upon the participant's
termination of employment (converted to an annual benefit of 15
installments). Benefits are not subject to Social Security.
A participant's Supplemental Plan benefit vests in accordance
with a graduated schedule that provides for 25% vesting after 5
years of employment and 100% vesting after 15 years of
employment; provided, however, that vesting is 100% in the event
of a change of control of the Corporation and payments to certain
participants are accelerated in the event of termination of
employment following a change of control.
The Supplemental Plan also provides for death benefits. If a
participant dies after benefits commence or following termination
of employment, any installment payments that would have been made
to the participant had he lived will be made to his beneficiary.
If a participant dies while still employed by the Corporation,
the participant's beneficiary shall receive the following lump
sum death benefit in lieu of any retirement benefits: Mr.
Alfstad, $400,000; Mr. Fletcher, $475,000; Mr. Popovich,
$600,000; Mr. Sunderman, $700,000. The preretirement death
benefits provided under the Supplemental Plan are funded with
life insurance policies.
The Supplemental Plan is not currently funded. The Corporation
must contribute to the trust to fund the retirement benefits
under the Supplemental Plan in the event of a change of control.
The following table is furnished in connection with the
Supplemental Plan. The table sets forth the estimated annual
payment which would be made each year for 15 years to
participants in the specified compensation and years of service
classifications (although there may be no participants in these
classifications). However, the annual payment actually received
by any participant is reduced by the actuarial equivalent of his
benefit under the profit sharing plan.
PENSION TABLE
Estimated Annual Retirement Income
YEARS OF SERVICE
-----------------------------------
Remuneration 10 yrs 15 yrs 20 yrs 25+ yrs
$ 75,000 $15,000 $22,500 $30,000 $ 37,500
$100,000 $20,000 $30,500 $40,000 $ 50,000
$125,000 $25,000 $37,500 $50,000 $ 62,500
$150,000 $30,000 $45,000 $60,000 $ 75,000
$175,000 $35,000 $52,500 $70,000 $ 87,500
$200,000 $40,000 $60,000 $80,000 $100,000
Years of credited service for the Corporation's executive
officers as of the "Record Date" were as follows: Alfstad, 14
years; Fletcher, 12 years; Popovich, 14 years; Sunderman, 14
years.
PROFIT SHARING PLAN
On January 29, 1989, the Board of Directors of the Bank adopted
a profit sharing plan (the "Plan"). The Profit Sharing Plan is
intended to provide the Corporation's employees with additional
financial security at retirement. With the exception of
employees who are paid by the hour and employees who have not
attained age 21, all employees of the Corporation who have
completed one year of service are eligible to participate in the
Plan.
For each year in which the Plan is in effect, the Board of
Directors may, in its sole discretion, decide whether to make a
contribution to the Plan and the amount of that contribution, if
any. Employees may not make contributions to the Plan. Employees
who participate in the Plan and who are still employed
on December 31 of that year receive a pro rata share (based on
the participant's compensation) of any contribution made by the
Board of Directors. In the event the Plan becomes "top heavy",
i.e., more than sixty percent (60%) of the Plan benefits are held
for "key-employees," a special minimum contribution may be made
for non-key employees.
Contributions to an individual employee's account become one
hundred percent (100%) vested after five or more years of
service, although vesting may occur on an expedited basis in the
event the Plan becomes top heavy.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Through its banking subsidiary, the Corporation has had and
expects in the future to have banking transactions in the
ordinary course of its business with many of the Corporation's
Directors, executive officers, holders of five percent of the
Corporation's Common Stock and members of the immediate family of
the foregoing persons, including transactions with corporations
of which such persons are directors, officers or controlling
stockholders, on substantially the same terms (including interest
rates and collateral) as those prevailing at the time for
comparable transactions with others, except that all employees
(other than executive officers or Directors of the Corporation or
its subsidiaries) are granted rate concessions on installment
loans and are not charged origination fees on residential real
estate loans. Management believes that in 1996 such loan
transactions did not involve more than the normal risk of
collectibility or present other unfavorable features.
John C. Usnick, Secretary of the Board and Director, is an
attorney and stockholder of the law firm of Debevec, Usnick and
Long, Inc. which provided legal services to the Corporation and
the Bank during 1996, and expects to provide professional legal
services to them in the future. The fees during 1996 did not
exceed $60,000.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Deloitte & Touche, LLP, which served the
Corporation as independent public accountants for the 1996 fiscal
year, has been selected by the Audit Committee of the Board of
Directors of the Corporation as the Corporation's independent
public accountants for the 1997 fiscal year. Deloitte & Touche,
LLP has no interest, financial or otherwise, in the Corporation.
All Proxies will be voted for ratification of the appointment of
Deloitte & Touche, LLP, unless authority to vote for the ratification
of such selection is withheld or an abstention is
noted. If Deloitte & Touche, LLP should for any reason decline
or be unable to act as independent public accountants, the
Proxies will be voted for a substitute independent public
accounting firm to be designated by the Audit Committee.
The ratification of the appointment of Deloitte & Touche, LLP
as the Corporation's independent public accountant for the 1997
fiscal year requires approval of the holders of a majority of the
shares present or represented by Proxy and voting at the Meeting.
The Board of Directors recommends a vote "FOR" ratification of
the appointment of Deloitte & Touche, LLP.
A representative of Deloitte & Touche, LLP is expected to
attend the Meeting with the opportunity to make a statement if he
or she desires to do so and respond to appropriate questions from
stockholders present at the Meeting.
STOCKHOLDER PROPOSALS
The Corporation's 1998 Annual Meeting of Stockholders will be
held on May 14, 1998. Stockholder proposals must be received by
the Corporation no later than December 12, 1997, to be considered
for inclusion in the Proxy Statement and form of Proxy for the
1998 Annual Meeting of Stockholders.
OTHER MATTERS
The Board of Directors knows of no other matters which will be
brought before the Meeting, but if such matters are properly
presented to the Meeting, Proxies solicited hereby will be voted
in accordance with the judgment of the persons holding such
Proxies. All stock represented by duly executed Proxies will be
voted at the Meeting.
By Order of the Board of Directors,
/S/ JOHN C. USNICK
- ---------------------
John C. Usnick,
Secretary
Vacaville, California
April 18, 1997
- ----------------------------------------------------------------
REVOCABLE REVOCABLE
PROXY PROXY
CALIFORNIA COMMUNITY BANCSHARES CORPORATION
Solicited on Behalf of the Board of Directors
of California Community Bancshares Corporation for the
Annual Meeting of Stockholders, May 15, 1997
The undersigned holder of common stock acknowledges receipt of
a copy of the Notice of Annual Meeting of Stockholders of
California Community Bancshares Corporation (the "Corporation")
and the accompanying Proxy Statement dated April 18, 1997, and
revoking any proxy heretofore given, hereby constitutes and
appoints Walter O. Sunderman, John C. Usnick and Bernard E.
Moore, and each of them, with full power of substitution, as
attorneys and proxies to appear and vote all of the stock of
common stock of the Corporation, standing in the name of the
undersigned which the undersigned could vote if personally
present and acting at the Annual Meeting of Stockholders of the
Corporation, to be held at Paradise Valley Golf Course located at
3900 Paradise Valley Drive, Fairfield, California on Thursday,
May 15, 1997, at 6:30 P.M. or at any adjournment thereof, upon
the following items as set forth in the Notice of Meeting and
Proxy Statement and to vote according to their discretion on all
other matters which may be properly presented for action at the
meeting or any adjournments thereof. All properly executed
proxies will be voted as indicated.
1. To elect as Directors the nominees set forth below:
[ ] FOR ALL nominees listed below (except as marked to the
contrary below).
[ ] WITHHOLD AUTHORITY to vote for any or all nominees listed
below.
INSTRUCTION: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name in the list
below. Any Proxy which does not withhold authority to vote for
the election of any nominee shall be deemed to grant such
authority:
Dorce L. Daniel William J. Hennig Bernard E. Moore
Melvin M. Norman Stephen R. Schwimer Donald E. Sheahan
Dr. Gary E. Stein Walter O. Sunderman John C. Usnick
2. To ratify the appointment of Deloitte & Touche, LLP as
independent public accountants for the Corporation's 1996
fiscal year.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Proxy holders are authorized to vote
upon such other business as may properly come before the
meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF
DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS AND "FOR"
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE, LLP AS
INDEPENDENT PUBLIC ACCOUNTANTS OF THE CORPORATION FOR 1997. WHEN
THE PROXY IS PROPERLY EXECUTED, STOCK REPRESENTED BY THE
PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS GIVEN IN THE
PROXY, STOCK REPRESENTED BY THE PROXY WILL BE VOTED "FOR" THE
ABOVE PROPOSALS, AND, IN THE DISCRETION OF THE PROXY HOLDERS, ON
ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING
OR ANY ADJOURNMENTS THEREOF.
- ---------------------------
Number of Common Shares
- ------------------------------ -------------------------------
Signature of Stockholder(s) Signature of Stockholder(s)
- ------------------------------ -------------------------------
Print Name of Stockholder(s) Print Name of Stockholder(s)
- ------------------------------ -------------------------------
Print Address of Stockholder(s) Print Address of Stockholder(s)
- ------------------------------ -------------------------------
Date Date
Please date and sign exactly as your name(s) appears above.
When signing as attorney, executor, administrator, trustee or
guardian, please give full title. If there is more than one
trustee, all should sign. WHETHER OR NOT YOU PLAN TO ATTEND
THIS MEETING, PLEASE SIGN AND RETURN THIS PROXY AS PROMPTLY AS
POSSIBLE IN THE POSTAGE-PAID ENVELOPE PROVIDED.
(I/we do [ ] do not [ ] expect to attend this meeting.)
THIS PROXY IS SOLICITED BY, AND ON BEHALF OF, THE BOARD OF
DIRECTORS OF THE CORPORATION AND MAY BE REVOKED PRIOR TO ITS
EXERCISE.
