<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / 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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
Columbia Bancorp
- --------------------------------------------------------------------------------
(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
COLUMBIA BANCORP
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 17, 1997
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of
Columbia Bancorp, an Oregon corporation ("Bancorp"), will be held at 7:00 p.m.
Pacific Daylight Time on Thursday, April 17, 1997, at The Dalles Main Branch of
Columbia River Bank, 316 East Third Street, The Dalles, Oregon, for the
following purposes:
1. To vote on an amendment to the Articles of Incorporation of
Columbia Bancorp to increase the number of authorized shares
of common stock from 4,000,000 to 10,000,000.
2. To vote on the amendment to the Articles of Incorporation of
Columbia Bancorp to increase the maximum number of members of
the Board of Directors from 12 to 15.
3. To consider and act upon the election of seven (7) directors
of Bancorp.
4. To transact such other business as may properly come before
the meeting and any adjournment or adjournments thereof.
Only shareholders of record at the close of business on February 28,
1997 are entitled to notice of, and to vote at, the annual meeting and any
adjournment or adjournments thereof. Further information regarding voting
rights and the business to be transacted at the annual meeting is contained in
the accompanying Proxy Statement.
All shareholders are invited to attend the annual meeting personally.
If you are not able to do so and wish your shares to be voted, it is important
that you complete, sign, date and promptly return the accompanying proxy in the
enclosed postage-paid envelope.
We hope that you will be able to attend the annual meeting. It is
always a pleasure to meet and become better acquainted with the shareholders of
Bancorp.
By order of the Board of Directors.
February 28, 1997 Richard J. Croghan
Secretary
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Your vote is important. Please return your proxy so that your vote can be
counted.
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<PAGE> 3
COLUMBIA BANCORP
316 East Third Street
The Dalles, Oregon 97058
(541) 298-6649
ANNUAL MEETING PROXY STATEMENT
Date of Proxy Statement: February 28, 1997
This Proxy Statement, dated February 28, 1997, is furnished in
connection with the solicitation of proxies by the Board of Directors of
Columbia Bancorp ("Bancorp") to be used at the annual meeting of Bancorp's
shareholders to be held on April 17, 1997, at 7:00 p.m. Pacific Daylight Time,
at The Dalles Main Branch of Columbia River Banking Company ("Columbia"), 316
E. Third Street, The Dalles, Oregon. The approximate date of mailing of this
Proxy Statement and the accompanying form of proxy is March 10, 1997.
Bancorp's 1996 Annual Report to Shareholders is being mailed to shareholders of
Bancorp with this Proxy Statement.
PROXIES AND VOTING AT THE ANNUAL MEETING
The only class of issued and outstanding stock of Bancorp is its
common stock, no par value. At February 28, 1997, the record date for
determining shareholders entitled to vote at the meeting, there were 2,255,641
shares of common stock outstanding. Each holder of record of outstanding
shares of common stock on the record date is entitled to one vote for each
share held on every matter submitted at the meeting.
A majority of the outstanding common stock must be represented at the
meeting in person or by proxy in order to constitute a quorum for the
transaction of business. The matters to be voted on at the annual meeting must
be approved by an affirmative vote of the holders of a majority of the common
stock of Bancorp, except as otherwise described below. Shareholders who do not
vote (either in person or by submitting a proxy), including broker non-votes,
will be considered abstentions and will not be counted toward the quorum.
If a proxy in the accompanying form is executed and returned, the
shares represented thereby will be voted at the meeting in accordance with the
instructions given in the proxy. If no instructions are given, the
proxyholders will vote in favor of the amendment to Bancorp's Articles of
Incorporation increasing Bancorp's authorized shares, management's nominees for
director, and in their discretion as to any other matters which may come before
the meeting. Any proxy may be revoked prior to its exercise by giving written
notice of revocation to the Secretary of Bancorp or by submitting to the
Secretary a duly executed proxy bearing a later date. The attendance of a
shareholder at the meeting will not by itself revoke such shareholder's proxy.
Ballots on proxies may be counted by personnel of Columbia, or by Bancorp's
transfer agent, Norwest Shareowner Services.
The cost of this proxy solicitation will be borne by Bancorp. Bancorp
does not expect to pay any compensation for the solicitation of proxies but may
reimburse brokers, banks and other nominees for their expenses in sending proxy
material to principals and obtaining their proxies. In addition to the
solicitation of proxies by mail, Bancorp may also use its officers, or the
officers and employees of Columbia, to solicit proxies from shareholders,
either in person or by telephone, telegraph, or letter. Such persons will not
be specially compensated for these activities.
BUSINESS OF THE ANNUAL MEETING
Management knows of only three matters, which are discussed below, to
be presented at the annual meeting for shareholder action.
APPROVAL OF INCREASE IN AUTHORIZED SHARES
The Board of Directors has approved a resolution calling for an
amendment to Article II, Section (1) of the Articles of Incorporation of
Bancorp to increase the number of authorized shares of Bancorp common stock
from 4,000,000 shares to 10,000,000. The amendment is subject to the
ratification and approval of Bancorp's shareholders through an affirmative vote
of the holders of a majority of Bancorp's common stock. As of February 28,
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<PAGE> 4
1997, there were 2,255,641 shares of Bancorp common stock issued and
outstanding, constituting the only class of securities presently issued by
Bancorp. The Board of Directors has determined that an increase in the number
of authorized shares of Bancorp common stock is necessary and desirable to
allow for possible future stock dividends, for issuance of shares to Columbia's
Employee Stock Ownership Plan, for the grant of stock options, and for other
corporate purposes.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE ABOVE
DESCRIBED AMENDMENT TO THE BANCORP ARTICLES OF INCORPORATION.
INCREASE IN MAXIMUM NUMBER OF DIRECTORS FROM 12 TO 15
The Board of Directors of Bancorp has proposed a resolution to amend
Article III, Section (2) of the Articles of Incorporation of Bancorp to
increase the maximum number of members who may serve on the Board of Directors
from 12 to 15. The amendment is subject to the ratification and approval of
Bancorp's shareholders through an affirmative vote of the holders of 75% of
Bancorp's common stock. The Board of Directors has determined that this
increase is necessary and desirable to allow members of the Board of Directors
of Klickitat Valley Bank to join the Bancorp Board. The addition of these
members will add to the existing depth of banking and management experience now
present on the Bancorp Board. There are now 11 presently serving members of
the Board of Directors of Bancorp.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE ABOVE
DESCRIBED AMENDMENT TO THE BANCORP ARTICLES OF INCORPORATION.
ELECTION OF DIRECTORS
The Board is divided into three classes of directors. At each annual
meeting, members of one of the classes, on a rotating basis, are elected for a
three-year term. Due to an increase in the number of Bancorp directors
resulting from the 1996 acquisition of Klickitat Valley Bank ("Klickitat"), the
Board has nominated one director each for terms expiring in 1998 and 1999 as
well as the customary slate of candidates for election to a three year term.
George W. Hall has been nominated by the Bancorp Board for a term
expiring at the 1998 annual meeting. Mr. Hall joined the Bancorp board in June
of 1996 at the time of the acquisition of Klickitat. He was a founding
director of that institution.
Dennis Carver has been nominated by the Bancorp Board for a term
expiring at the 1999 annual meeting. Mr. Carver has served on the Klickitat
Board since 1984.
Five Directors have been nominated by the Bancorp Board for the term
expiring at the year 2000 annual meeting. The persons nominated are Steve
Martin, Jean McKinney, Greg Walden, Jane Lee, and James Roberson. Mr. Martin,
Ms. McKinney, and Mr. Walden have served since the incorporation of Bancorp in
October of 1995. Ms. Lee and Mr. Roberson have served on the Klickitat Board.
A vote in favor of one or more of management's nominees for director
is a vote only for members of the Board of Directors of Bancorp. Shareholders
of Bancorp do not elect the Board of Directors of any subsidiary of Bancorp.
Although Bancorp knows of no reason why any of the nominees may be
unable or unwilling to serve, if any nominee becomes unable or unwilling to
serve, it is the intention of the persons named in the proxy to vote for any
substitute nominee the Board of Directors of Bancorp may recommend. The
Bancorp Board does not have a standing nominating committee nor does it have a
formal procedure to receive shareholder nominations, but it will consider any
written recommendations sent to the attention of the Board at Bancorp's
administrative offices at 316 East Third Street, The Dalles, Oregon 97058.
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<PAGE> 5
NOMINEE FOR ELECTION AS DIRECTORS TO THE BOARD OF DIRECTORS OF BANCORP FOR A
TERM EXPIRING IN 1998:
George W. Hall, age 70, has been a director of Klickitat since 1968.
He was formerly employed by Champion International Corporation as the manager
of lumber manufacturing, retiring in 1987. He also serves as a member of the
Skyline Hospital Foundation.
NOMINEE FOR ELECTION AS DIRECTORS TO THE BOARD OF DIRECTORS OF BANCORP FOR A
TERM EXPIRING IN 1999:
Dennis Carver, age 48, has been a director of Klickitat since 1984.
He has worked as a chiropractor in Goldendale, Washington, since 1972. He
presently runs the Goldendale Chiropractic Clinic.
NOMINEES FOR ELECTION AS DIRECTORS TO THE BOARD OF DIRECTORS OF BANCORP FOR A
TERM EXPIRING IN 2000:
Jane F. Lee, age 45, has been a director of Klickitat since 1987. She
has worked in cattle ranching and hay operations for 25 years, and is the
President-elect of the Washington State, Klickitat County Association of Cattle
Women.
Steve Martin, age 53, has been a director of Columbia since 1977. He
has served as Chairman of the Columbia Board since April 1995 and as Chairman
of the Board of Directors of Bancorp since October 1995. Mr. Martin is
owner-operator of the Stephanie, Surfsand Resort, Haystack Motel, and Wayfarer
Restaurant. He is chief executive officer of Steve Martin Management
corporation, a hospitality management company in Cannon Beach, Oregon.
Jean McKinney, age 58, has been a director of Columbia since April
1994. Ms. McKinney has served for over eighteen years as president and
business manager of McKinney Ranches, Inc., a grain farming business in Wasco,
Oregon.
Greg Walden, age 40, has been a director of Columbia since April 1994.
Since 1986, he has served as president of Columbia Gorge Broadcasters, Inc. in
Hood River, Oregon. From 1989 through 1995 he served as a state representative
and state senator in the Oregon legislature.
James B. Roberson, age 62, has been a director of Klickitat since
1977. Recently retired, he was formerly an optometrist in the Bingen/White
Salmon area.
DIRECTORS CONTINUING IN OFFICE
Robert L.R. Bailey, age 55, has been a director of Columbia since 1977
and has served as chairman of the Columbia Board. For the past 12 years, Mr.
Bailey has been the president and general manager of Orchard View Farms, Inc.,
a fruit growing and packing company.
Ted M. Freeman, age 68, was a director of Juniper Banking Company for
eight years prior to its merger with Columbia, and became a director of
Columbia following the merger. Prior to retirement, Mr. Freeman managed a seed,
fertilizer, and grain business.
Donald T. Mitchell, age 52, was a director of Juniper Banking Company
for six years and became a director of Columbia following the merger. Since
1982, he has been a partner in Lacy Forest Products, a lumber brokerage firm.
Charles F. Beardsley, age 56, has been a director of Columbia since
April 1994. Mr. Beardsley has served for over five years as president of
Hershner & Bell Realty, a real estate brokerage firm, and as a partner in
Hershner & Bell-Farrell Agency, an insurance agency, both in Hood River,
Oregon.
William A. Booth, age 56, has been a director of Columbia since 1977.
Mr. Booth has been a principal in Booth & Kelly Insurance & Real Estate, a real
estate and insurance agency in The Dalles, Oregon.
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<PAGE> 6
Donald C. Gomes, age 79, was a director of Juniper Banking Company and
become a director of Columbia following the merger. Since 1975, Mr. Gomes has
owned and managed Eagle Valley Ranch in Antelope.
Terry L. Cochran, age 52, has been Columbia's Chief Executive Officer
and a director since 1981. Upon the retirement of the President and Chief
Executive Officer of Klickitat on December 31, 1996, he also assumed that
position. He is also a director of Hood River Computers, Inc. He holds a B.A.
degree in Business Administration from Washington State University.
BANCORP MEETINGS AND COLUMBIA AND KLICKITAT COMMITTEES AND MEETINGS
The Board of Directors of Bancorp, Columbia and Klickitat held 12
meetings during 1996. Each member of the Board attended at least 90% of the
meetings they were entitled to attend. The Columbia Board of Directors has
four committees: Executive Committee, Audit/Examination Committee, Human
Resources Committee, and Investment/Asset-Liability Committee. The Klickitat
Board of Directors has five committees: Executive Committee, Examining
Committee, Investment Committee, Compensation Committee, and Strategic Planning
Committee.
The Executive Committee of Columbia consists of Chairperson Steve
Martin, Terry Cochran, Robert Bailey, and Donald Mitchell. It acts for the
Board on matters requiring prompt action, serves as the Board nominating
committee, recommends long range planning activities to the full board, and
evaluates the CEO, recommending appropriate compensation, benefits, and
employment contracts. The committee met once in 1996. All members were in
attendance.
The Executive Committee of Klickitat consisted of Chairperson Wesley
Kangas, James Bridgefarmer, Thomas Juris, George Hall, William Ward, and James
Roberson. It acted for the Board on matters requiring prompt action. It met
five times in 1996, with William Ward and James Roberson each missing one
meeting.
The Audit/Examination Committee of Columbia consists of Chairperson
Charles Beardsley, Don Gomes, George Hall, and Greg Walden. It reviews the
scope of internal and external audit activities and the results of Bancorp's
annual audit. The committee met three times in 1996. All members were in
attendance.
The Examining Committee of Klickitat consisted of Chairperson George
Hall, James Bridgefarmer, Dennis Carver, and James Roberson. It reviewed the
scope of internal and external audit activities. The committee met three times
in 1996. All members were in attendance.
The Human Resources Committee of Columbia provides oversight of the
ESOP, 401(k), and stock option plan, and reviews and makes recommendations on
corporate compensation and personnel policies. The members of the Human
Resources Committee are Chairperson Donald Mitchell, Robert Bailey, William
Booth, Terry Cochran, and Jean McKinney. The committee met four times in 1996.
All members were in attendance.
The Compensation Committee of Klickitat consisted of Wesley Kangas,
William Ward, Jane Lee, Robert Dickey, James Bridgefarmer, James Roberson, and
George Hall. It was not convened in 1996.
The Investment/Asset-Liability Committee of Columbia consists of
Chairperson Terry Cochran, Ted Freeman, and Jean McKinney. Its charge is to
establish, update, and monitor policies related to asset, liability, liquidity,
interest rate management, and investments. It also recommends approval of
securities advisors and brokers. It was not convened in 1996.
The Investment Committee of Klickitat consisted of Chairperson James
Roberson, Wesley Kangas, Thomas Juris, and Klickitat CFO, Raymond Meyer. Its
charge was to establish, update, and monitor policies related to asset,
liability, liquidity, interest rate management, and investments. It also
recommended approval of securities advisors and brokers. It was not convened
in 1996.
The Strategic Planning Committee of Klickitat consisted of Chairperson
George Hall, with members James Bridgefarmer, Wesley Kangas, Dennis Carver,
James Roberson, and William Ward. It recommended long range planning
activities to the full board. It was not convened in 1996.
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OTHER BUSINESS
Bancorp's management knows of no other matters to be brought before
the meeting for a vote. However, if other matters are presented for a vote at
the meeting, the proxy holders will vote the shares represented by properly
executed proxies according to their judgment on those matters. At the meeting,
management will report on Bancorp's business, and shareholders will have an
opportunity to ask questions.
PRINCIPAL SHAREHOLDERS AND MANAGEMENT OWNERSHIP
The following table sets forth certain information regarding the
beneficial ownership of Bancorp's common stock at February 18, 1997 by: (i)
each person who is known by Bancorp to own beneficially more than 5% of the
common stock; (ii) each nominee for director; (iii) certain executive
officers, and (iv) all executive officers and nominees as a group.
<TABLE>
<CAPTION>
NAME OF BENEFICIAL OWNER SHARES BENEFICIALLY OWNED (1) PERCENT OF CLASS
------------------------ ----------------------------- ----------------
<S> <C> <C>
PERSONS WITH GREATER THAN 5% OWNERSHIP
George Layman 171,683 7.61%
DIRECTORS
Robert L.R. Bailey 85,101 3.77%
Charles F. Beardsley 10,276 .46
William A. Booth 27,882 1.24
Dennis Carver 8,389 .37
Terry L. Cochran 109,811 4.87
Ted M. Freeman 3,450 .15
Donald C. Gomes 26,142 1.16
George W. Hall 40,987 1.81
Jane Lee 3,637 .16
Stephen D. Martin 50,313 2.23
Jean S. McKinney 3,300 .15
Donald T. Mitchell 7,671 .34
James Roberson 17,765 .79
Greg P. Walden 3,321 .15
EXECUTIVE OFFICERS (NOT INCLUDED ABOVE)
Richard J. Croghan 37,211 1.65
James McCall 10,219 .45
Lark Wysham 2,286 .10
------- -----
ALL DIRECTORS AND EXECUTIVE OFFICERS
AS A GROUP 447,761 19.85%
======= =====
</TABLE>
(1) Share amounts include stock options which are currently exercisable as
follows: Robert L.R. Bailey, 3,000; Charles F. Beardsley, 3,000; William A.
Booth, 3,000; Terry L. Cochran, 8,100; Ted Freeman, 2,500; Stephen D. Martin,
3,000; Jean S. McKinney, 2,000; Donald T. Mitchell, 3,000; Greg P. Walden,
1,800; Richard J. Croghan, 3,900; James McCall 3,584; Lark Wysham, 1,500.
Explanatory note. Shares owned and percentage figures includes shares
jointly and severally owned, shares owned by the individual's spouse and
certain other immediate family members, shares held in trust, and shares held
in Columbia's Employee Stock Ownership Plan ("ESOP"), but exclude shares over
which any of the above may have voting power as trustee of Columbia's ESOP.
Three of the individuals listed above own Bancorp common stock through
Columbia's ESOP. These holdings as of December 31, 1995, the latest date for
which figures are available, are: (1) Terry L. Cochran, 9,711; (2) Richard J.
Croghan, 5,811; and (3) James McCall, 5,016.
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INFORMATION REGARDING MANAGEMENT
EXECUTIVE OFFICERS - BANCORP
The executive officers of Bancorp are Terry L. Cochran, President and
C.E.O., and Richard J. Croghan, Secretary. Both have served in that capacity
since October of 1995. There are no other officers or employees of Bancorp.
EXECUTIVE OFFICERS - COLUMBIA & KLICKITAT
Terry L. Cochran, age 52, is Columbia's President and Chief Executive
Officer, and is also a member of the Board of Directors of Bancorp.
Since the retirement of Wesley A. Kangas as of December 31, 1996,
Terry L. Cochran has served as President and CEO of Klickitat.
Richard J. Croghan, age 43, is Executive Vice President and Chief
Financial Officer, and has performed the duties of Chief Financial Officer for
Columbia since September 1981. He was a director of Columbia from 1984 until
1995. He holds an A.S. degree in Business from Central Oregon Community
College.
Lark E. Wysham, age 46, is Executive Vice President Operations and
Technology, and performed the duties of Columbia's Chief Operations Officer
following the 1995 merger between Columbia and Juniper Banking Company. Prior
to that time, she held a number of positions at Juniper Banking Company
beginning in 1980.
James C. McCall, age 51, is Executive Vice President Branch
Administrator, has been employed by Columbia since April 1982, and performed
the duties of Chief Lending Officer since November 1988. He holds a B.S.
degree in Business from Oregon State University.
Raymond E. Meyer, age 60, has performed the duties of Chief Financial
Officer for Klickitat since 1985. Prior to that, Mr. Meyer was the Cashier at
Liberty Bank of Seattle.
EXECUTIVE COMPENSATION - BANCORP
Executive Officers of Bancorp receive no compensation for their
activities as such.
EXECUTIVE COMPENSATION - COLUMBIA AND KLICKITAT
The following table sets forth, for the three years ended December 31,
1996, the compensation awarded, paid to, or earned by the chief executive
officers of Columbia and Klickitat. No other executive officers of Columbia or
Klickitat received salary and bonus in excess of $100,000.
For the three years described below, Terry L. Cochran served as CEO of
Columbia. In addition, prior to the 1995 merger between Columbia and Juniper
Banking Company, Mr. Cochran served as President of Columbia, and resumed the
role and title of President on December 21, 1995.
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For the three years described below, Wesley A. Kangas served as
President and CEO of Klickitat until his retirement on December 31, 1996.
<TABLE>
<CAPTION>
LONG-TERM ALL OTHER
ANNUAL COMPENSATION COMPENSATION AWARDS COMPENSATION
------------------------------------------- ------------------------ ------------
SECURITIES
PROFIT UNDERLYING
NAME AND SHARING DIRECTOR OPTIONS
POSITION YEAR SALARY /BONUS FEES ESOP GRANTED
- -------- ---- ---------- -------- -------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Terry L. Cochran 1996 $93,634(2) $31,788 $2,000 $ (1) - $1,500(4)
President and CEO 1995 $90,180(2) $52,017 $4,800 $11,049 4,500 shares(3) $1,362(4)
1994 $86,910(2) $31,208 $4,800 $12,116 - $1,121(4)
Wesley A. Kangas 1996 $96,420 $14,463 - - - -
1995 $93,600 $13,921 - - - -
1994 $90,000 $13,389 - - - -
</TABLE>
(1) As of December 31, 1995, Columbia's ESOP held 12,650 shares of Bancorp
stock for the account of Mr. Cochran, with an estimated market value
of $240,356 plus uninvested cash of $10,490. All of the shares
described are vested, and dividends are payable to the account of Mr.
Cochran under the ESOP. The contribution to the ESOP for Mr. Cochran
for the 1996 fiscal year was approximately $10,500.
(2) Includes monthly auto allowance of $500.
(3) The exercise price of the described options is $10 per share. The
options are immediately exercisable and expire in June 2005. These
options were originally granted for 1,500 shares at an exercise price
of $30 per share. They were repriced at September 1, 1995, consistent
with the 3-for-1 stock split for shareholders of record on that date.
(4) Annual 401(k) employer contribution.
The following table sets forth information regarding option holdings
at December 31, 1996 by each executive officer named in the compensation table
shown above. There were no options to purchase Bancorp common stock granted to
these executive officers in 1996.
<TABLE>
<CAPTION>
FISCAL YEAR-END OPTION VALUES
-------------------------------------------------------------
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL YEAR-END IN-THE-MONEY OPTIONS AT
NAME EXERCISABLE/UNEXERCISABLE (1) FISCAL YEAR-END (2)
- ---------------- ----------------------------- -----------------------
<S> <C> <C>
Terry L. Cochran 8,100 shares/ - $53.712
</TABLE>
(1) No options were exercised by Mr. Cochran during the fiscal year ending
December 31, 1996.
(2) On December 31, 1996, the closing price of Bancorp's stock was $15.
For purposes of the foregoing table, stock options with an exercise
price less than that amount are considered to be "in-the-money" and
are considered to have a value equal to the difference between this
amount and the exercise price of the stock option multiplied by the
number of shares covered by the stock option.
EMPLOYMENT AND DEFERRED COMPENSATION AGREEMENTS
Bancorp and Terry L. Cochran, the President and CEO of Columbia, are
parties to an Employment Agreement of May 14, 1996 and a Deferred Compensation
Agreement of May 14, 1996. The Employment Agreement extends for a period
ending May 15, 1998, and may be extended thereafter by mutual agreement of the
parties. Mr. Cochran is to be paid an annual base salary of $105,000 for the
period January 1, 1997 through December 31, 1997. The Deferred Compensation
Agreement provides annual post-retirement compensation for a seven-year period
after Mr. Cochran's retirement. A portion of Bancorp's obligation under the
Deferred Compensation Agreement has been funded with a $120,000 interest
bearing investment and will be paid in annual installments of $26,000 per year
plus interest earned on invested funds. Both agreements contain change of
control provisions, which provide among other
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<PAGE> 10
things for the payment to Mr. Cochran of deferred compensation and other
amounts in the event of a change in control of Bancorp.
Klickitat and Wesley A. Kangas, the President and CEO of Klickitat,
were parties to an Employment Agreement of June 19, 1996 and a Deferred
Compensation Agreement of June 19, 1996. Mr. Kangas retired on December 31,
1996, and under the Deferred Compensation Agreement is to receive deferred
compensation totaling $180,000 payable in installments.
DISCRETIONARY BONUS PLAN AND PROFIT SHARING PLAN
Columbia has a discretionary bonus plan under which the Board of
Directors of Columbia may award bonuses to Columbia's executives and other
employees. Bonuses are established in December of each year. For the year
ended December 31, 1996, bonus payments totaling $158,979 were made to Columbia
employees, including $60,402 paid to executive officers as a group.
Klickitat has a profit sharing plan covering substantially all
employees. The plan provides for a discretionary employer contribution each
year. Klickitat's maximum profit sharing contribution is 15% of taxable
compensation for the year, limited to $150,000. The employer contribution was
$111,382 in 1996 and $107,647 in 1995.
DIRECTOR COMPENSATION
During 1996, directors of Columbia were paid an attendance fee of $400
for each regular meeting of the Board of Directors. Columbia directors also
received $50 per Board committee meeting attended. Outside directors of
Klickitat were paid $350 through July and $400 thereafter for each regular
Board of Directors meeting. In addition, outside directors attending executive
committee meetings of the Klickitat Board were paid $250 per meeting.
Directors of Bancorp received no meeting attendance fees.
STOCK INCENTIVE PLAN
Under a 1993 Stock Incentive Plan (the "Incentive Plan") the Board of
Directors of Bancorp in its discretion may issue shares of its common stock as
grants or through options to purchase such stock as an incentive to attract,
retain and motivate qualified personnel by providing them with additional
incentives through equity participation. As of December 31, 1996, there had
been awarded options to purchase 103,200 shares of Bancorp stock to an
aggregate 59 employees and directors. No grants of stock have been made under
the Incentive Plan.
In 1996 the Incentive Plan was replaced by a new plan, the Columbia
Bancorp 1996 Stock Incentive Plan (the "1996 Incentive Plan"), approved by the
Board of Directors of Bancorp. The 1996 Incentive Plan is substantially
identical to the Plan which it replaced. As of the date of this Proxy
Statement no stock options or other awards or grants of stock have been made
under the 1996 Incentive Plan. Up to 200,000 shares of Bancorp common stock
may be issued under the 1996 Incentive Plan.
401(K) CONTRIBUTION
Under the Bank's 401(k) Plan, officers and employees of Columbia may
elect to defer up to 10% of their compensation, and Columbia makes matching
contributions to the accounts of officers and employees of Columbia equal to 25
percent of the first four percent of compensation that any officer or employee
elects to defer, subject to limitations under the Internal Revenue Code of
1986. Amounts contributed or deferred are distributed to employees upon
retirement, permanent disability, death, termination of employment, or the
occurrences of conditions constituting extraordinary hardship.
EMPLOYEE STOCK OWNERSHIP PLAN
Columbia has an Employee Stock Ownership Plan (the "ESOP"). All
employees of Columbia who have been credited with at least 1,000 hours of
service in the prior year, and have attained age 20, including officers, are
eligible to participate in the ESOP. The sole source of funding for the ESOP
is contributions made by Columbia. Contributions made by participants are not
permitted. Assets of the ESOP are used primarily to purchase shares of
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Bancorp's common stock. The ESOP may not purchase Bancorp common stock for a
price in excess of its fair market value, as determined by an annual appraisal
of the fair market value of the stock commissioned from an independent
appraiser by the ESOP Trustees and Columbia. For the fiscal year ended
December 31, 1996, the ESOP appraisal of the fair market value of Bancorp
common stock, on a marketable minority basis, was $14.35 per share. As of
January 1, 1997, the ESOP held 73,741 shares of Bancorp common stock and
$63,680 in cash. At that date, 80 employees of Columbia were participating in
the ESOP.
CERTAIN TRANSACTIONS
Various directors and executive officers of Columbia, Klickitat and
Bancorp, members of their immediate families, and firms in which they have or
had an interest were customers of and had transactions with Columbia and
Klickitat during 1996 in the ordinary course of business. Similar transactions
may be expected to take place in the ordinary course of business in the future.
All outstanding loans and commitments included in such transactions were made
on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons and
did not, in the opinion of management, involve more than normal risks of
collectibility or present other unfavorable features. As of December 31, 1996
and 1995, loans outstanding to this group were $2,963,310 and $1,535,235,
respectively.
Certain reportable transactions for directors and executive officers
of Columbia, Klickitat and Bancorp, for the fiscal years 1996 and 1995, are as
follows:
Robert R.L. Bailey, a director of Bancorp and Columbia, and Orchard
View Farms, a company controlled by Mr. Bailey, as well as Dry Hollow Limited
Partnership, a partnership for which Mr. Bailey is the general partner,
borrowed sums from the Columbia and Klickitat in excess of $60,000 in the
aggregate under revolving and nonrevolving lines of credit and a Visa card. As
of February 14, 1997, the total balance due by Mr. Bailey from these borrowings
was $1,633,424.
Stephen Martin, a director of Bancorp and Columbia, and various
enterprises owned or controlled by him, borrowed sums from Columbia in excess
of $60,000 in the aggregate under term loans, a revolving line of credit and a
Visa card. As of February 14, 1997, the total balance due by Mr. Martin from
these borrowings was $563,910.
Charles F. Beardsley, a director of Bancorp and Columbia, borrowed
sums from Columbia in excess of $60,000 in the aggregate under term loans, a
revolving line of credit and a Visa card. As of February 14, 1997, the balance
due by Mr. Beardsley from these borrowings was $203,565.
McKinney Ranches, Inc., a company controlled by Jean McKinney, a
director of Bancorp, Columbia, and Klickitat, borrowed sums from Columbia in
excess of $60,000 in the aggregate under term loans, a non-revolving line of
credit and a Visa card. As of February 14, 1997, the total balance due by
McKinney Ranches, Inc., from these borrowings was $31,776.
Terry L. Cochran, Columbia's Chief Executive Officer and President,
and a director of Bancorp and Columbia, borrowed sums from Columbia in excess
of $60,000 in the aggregate under revolving lines of credit and a Visa card.
As of February 14, 1997, the total balance due by Mr. Cochran from these
borrowings was $104,658.
Dennis Carver, a director of Klickitat, borrowed sums from the
Klickitat in excess of $60,000 in the aggregate under term loans. As of
February 14, 1997, the total balance due by Mr. Carver from these borrowings
was $199,975.
Thomas G. Juris, a director of Klickitat, borrowed sums from Klickitat
in excess of $60,000 in the aggregate under a term loan and a revolving line of
credit. As of February 14, 1997, the total balance due by Mr. Juris from these
borrowings was $185,202.
James B. Roberson, a director of Klickitat, borrowed sums from
Klickitat in excess of $60,000 in the aggregate under term loans. As of
February 14, 1997, the total balance due by Mr. Roberson from these borrowings
was $47,450.
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Robert L. Dickey, a director of Klickitat, as guarantor on a term loan
to Dickey Farms, Inc., borrowed sums from Klickitat in excess of $60,000 in the
aggregate under a term loan. As of February 14, 1997, the total balance due by
Dickey Farms, Inc. from these borrowings was $66,407.
COMPLIANCE WITH SECTION 16 FILING REQUIREMENTS
Section 16 of the Securities Exchange Act of 1934, as amended,
requires that all executive officers and directors of Bancorp and all persons
who beneficially own more than 10 percent of Bancorp's common stock file an
initial report of their ownership of Bancorp's securities on Form 3 and report
changes in their ownership of Bancorp's securities on Form 4 or Form 5. These
filings must be made with the United States Securities and Exchange Commission
with a copy sent to Bancorp. As of the date of this Proxy Statement all
executive officers and directors of Bancorp are in compliance with such filing
requirements.
NO MATERIAL ADVERSE PROCEEDINGS
No director, officer, affiliate, beneficial owner of more than 5% of
the Common Stock of Bancorp or security holder is an adverse party in any
material proceeding against Bancorp, or has a material interest adverse to
Bancorp.
INFORMATION AVAILABLE TO SHAREHOLDERS
BANCORP'S 1996 ANNUAL REPORT IS BEING MAILED TO SHAREHOLDERS WITH THIS
PROXY STATEMENT. ADDITIONAL COPIES OF THE ANNUAL REPORT AND BANCORP'S FORM
10-KSB FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (NOT
INCLUDING EXHIBITS) MAY BE OBTAINED WITHOUT CHARGE FROM RICHARD J. CROGHAN,
CHIEF FINANCIAL OFFICER, COLUMBIA BANCORP, POST OFFICE BOX 1030, THE DALLES,
OREGON 97058. COPIES OF EXHIBITS TO THE FORM 10-KSB WILL BE SUPPLIED UPON
PAYMENT OF COLUMBIA BANCORP'S REASONABLE EXPENSES IN FURNISHING SUCH EXHIBIT IN
THE AMOUNT OF $.25 PER PAGE.
INDEPENDENT AUDITORS
Moss Adams LLP, independent auditors, were selected by the Bancorp
Board of Directors to conduct an audit of Bancorp's financial statements for
the year ended December 31, 1996. Management has not followed the practice of
presenting the selection of auditors to the stockholders for approval. Audit
services provided by Moss Adams LLP for the year ended 1996 included the
examination of Bancorp's consolidated financial statements, and the review of
materials used in various filings with the United States Securities and
Exchange Commission. No representative of Moss Adams LLP will be in attendance
at the annual meeting.
The audit services provided to Bancorp were approved by the Audit
Committee of the Board of Directors of Columbia prior to being rendered. Other
specific services were approved by officers of Bancorp after a determination
that none of such services would affect Moss Adams LLP's independence as
auditors of Bancorp's financial statements.
PROPOSALS OF SHAREHOLDERS
Shareholders wishing to present proposals for action at Bancorp's 1998
annual meeting of shareholders must submit such proposals for inclusion in
Bancorp's 1998 Annual Meeting proxy statement not later than December 31, 1997.
ADDITIONAL INFORMATION
Although this matter does not relate to the matters to be voted on at
the annual meeting of shareholders, Bancorp is pleased to announce that it has
approved the merger of its subsidiary Klickitat Valley Bank into its second
subsidiary, Columbia River Banking Company. Effective March 1, 1997, Bancorp
will have only on banking subsidiary. The two branches of Klickitat shall
become branches of Columbia, and shall do business under the "Klickitat Valley
Bank" name. The Board of Directors of Bancorp believes this merger will result
in streamlined financial reporting, greater management efficiencies and
enhanced opportunities for Klickitat employees.
February 28, 1997
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VOTING PROXY
COLUMBIA BANCORP 1997 ANNUAL MEETING OF SHAREHOLDERS
The undersigned shareholder(s) of Columbia Bancorp ("Bancorp"),
revoking all prior proxies, hereby appoint(s) Stephen D. Martin, Chairman of
the Board, and Terry L. Cochran, President and Chief Executive Officer, and
each of them, to be my (our) proxy agent(s), with full power of substitution,
to vote my (our) shares of common stock of Bancorp at the Bancorp annual
meeting of shareholders to be held on April 17, 1997 at 7:00 p.m. Pacific
Daylight Time, at The Dalles, Oregon branch of Columbia River Banking Company,
316 East Third Street, The Dalles, Oregon, and at any adjournment(s) thereof,
as shown below. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
COLUMBIA BANCORP.
(1) Increase in Authorized Bancorp Common Stock - Proposed by
Management
The Board resolution amending the Articles of Incorporation of Bancorp
to increase the authorized shares of Bancorp common stock from 4,000,000 to
10,000,000 is hereby ratified and approved. THE MANAGEMENT OF BANCORP
RECOMMENDS A VOTE FOR THE PROPOSAL.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(2) Increase in Maximum Number of Bancorp Board Members - Proposed by
Management
The Board resolution amending the Articles of Incorporation to increase
the authorized number of Bancorp board members from 12 to 15 is hereby ratified
and approved. THE MANAGEMENT OF BANCORP RECOMMENDS A VOTE FOR THE PROPOSAL.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) Election of Directors of Bancorp for Terms Expiring as Shown - Proposed
by Management
<TABLE>
<S> <C> <C> <C>
- -George W. Hall (1998) -Dennis Carver (1999) -Jane F. Lee (2000) -Stephen D. Martin (2000)
- -Jean McKinney (2000) -Greg Walden (2000) -James B Roberson (2000)
</TABLE>
[ ] FOR all nominees [ ] AGAINST all nominees [ ] ABSTAIN
(except as indicated)
TO VOTE AGAINST ANY INDIVIDUAL NOMINEES, DRAW A LINE THROUGH THE NAME
OF THE NOMINEE.
UNLESS CONTRARY TO INSTRUCTIONS ARE GIVEN, MY (OUR) SHARES SHALL BE
VOTED AS SET FORTH ABOVE, AND SHALL BE VOTED IN THE DISCRETION OF MANAGEMENT AS
TO ANY OTHER MATTERS WHICH COME BEFORE THE ANNUAL MEETING. IF NOT CHOICES ARE
SPECIFIED, THE PROXY WILL BE VOTED FOR ALL ITEMS SET FORTH ABOVE. I (we)
understanding that this proxy may be revoked at any time prior to its exercise,
and that I (we) may vote using this proxy even if I (we) attend the annual
meeting. I (we) further acknowledge receipt of the February 28, 1997 Proxy
Statement and notice of the April 17, 1997 annual meeting.
_______________________ __________
Signature Date
_______________________ __________
Signature Date
Please sign exactly as your name appears on this proxy. If you are
signing as executor, administrator, trustee, custodian, guardian or in some
other official or representative capacity, indicate your full title. PLEASE
SIGN, DATE, AND RETURN THIS PROXY PROMPTLY.
