<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>
/x/ Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
- --------------------------------------------------------------------------------
(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 p.m.
on 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 consider and act upon the election of seven (7)
directors of Bancorp.
2. Approval of an amendment to the Articles of
Incorporation of Columbia Bancorp to increase the
number of authorized shares from 4,000,000 to
10,000,000.
3. 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 meeting and
any adjournment or adjournments thereof. Further information regarding voting
rights and the business to be transacted at the annual meeting of shareholders
is given in the accompanying Proxy Statement.
Shareholders who find it convenient are invited to attend the
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 meeting. It is
always a pleasure to meet and become better acquainted with the shareholders of
Bancorp.
By order of the Board of Directors.
March 5, 1997 Richard J. Croghan
Secretary
___________________________________________________________________________
Your vote is important. Please return your proxy so that your vote can be
counted.
___________________________________________________________________________
<PAGE> 3
COLUMBIA BANCORP
316 East Third Street
The Dalles, Oregon 97058
(541) 298-6649
ANNUAL MEETING PROXY STATEMENT
This Proxy Statement, dated February 28th, 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 p.m. at The Dalles Main Branch
of Columbia River Bank, 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 the common stock of
Bancorp. 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 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 River Banking Company ("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
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 two 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,
1997, there were 2,255,641 shares of Bancorp common stock issued and
outstanding,
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<PAGE> 4
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 the 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
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 the 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 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 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 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.
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.
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<PAGE> 5
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.
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.
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<PAGE> 6
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 Klicitat 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.
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) the executive officers
named in the Summary Compensation Table below; and (iv) all executive officers
and nominees as a group.
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<PAGE> 7
<TABLE>
<CAPTION>
NAME OF BENEFICIAL OWNER SHARES BENEFICIALLY OWNED (1) PERCENT OF CLASS
------------------------ ----------------------------- ----------------
PERSONS WITH GREATER THAN 5% OWNERSHIP
<S> <C> <C>
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 the Bank's ESOP, but exclude shares over which any of the above
may have voting power as trustee of the Bank's ESOP. Three of the individuals
listed above own Bancorp Common Stock through the Bank'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.
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, 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.
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Lark E. Wysham, age 46, became 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, including most recently Vice President/Operations.
James C. McCall, age 51, has been employed by Columbia since
April 1982 and has 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, and each other executive officer
whose salary and bonus exceeded $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.
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 Employee Stock Option Plan held
12,650 shares of Bancorp stock for the account of Mr. Cochran, with an
estimated market value of $240,356 (at $19 per share) 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) contribution.
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<PAGE> 9
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 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> <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 of 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 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.
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<PAGE> 10
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 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
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, 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.
9
<PAGE> 11
Stephen Martin, a director, 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, 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, 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, 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, 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, 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, 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.
Robert L. Dickey, a director, 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.
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<PAGE> 12
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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<PAGE> 13
VOTING PROXY
COLUMBIA BANCORP
ANNUAL MEETING OF SHAREHOLDERS
APRIL 17, 1997
This Proxy is solicited on behalf of the Board of Directors of Columbia Bancorp
The undersigned, revoking all prior proxies, hereby appoint(s) Stephen D.
Martin, Chairman of the Board, Columbia Bancorp, and Terry L. Cochran,
President and CEO and member of the Board of Directors of Columbia Bancorp, or
either of them, the proxies of the undersigned, with full power of
substitution, to vote at the Annual Meeting of Shareholders of Columbia
Bancorp, to be held on April 17, 1997 at 7:00 p.m., or at any adjournment or
adjournments thereof, all shares of Common Stock of Columbia Bancorp which the
undersigned is entitled to vote.
1) ELECTION OF DIRECTORS to serve as noted or until their successors are
duly elected and qualified:
The nominee for a one year term expiring 1998: George W. Hall
The nominee for a two year term expiring 1999: Dennis Carver
The nominees for a three year term expiring 2000: Jane F. Lee,
Stephen D. Martin, Jean McKinney Greg Walden,
James B. Roberson
2) INCREASE IN AUTHORIZED SHARES of Columbia Bancorp Common Stock from
4,000,000 to 10,000,000.
3) At their discretion, upon other matters as may properly come before
the Annual Meeting or any adjournment or adjournments thereof.
YOU MAY WITHHOLD AUTHORITY TO VOTE FOR THE ABOVE PROPOSAL BY LINING THROUGH OR
OTHERWISE STRIKING OUT THE PRECEDING SENTENCE; OTHERWISE, YOUR SIGNATURE ON
THIS PROXY WILL BE DEEMED AUTHORIZATION TO VOTE YOUR SHARES IN FAVOR OF THE
ABOVE PROPOSAL.
Please indicate your selection by firmly placing an "X" on the appropriate
line:
<TABLE>
<CAPTION>
ITEM FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C>
1) (I) Election of George W. Hall to Columbia Bancorp Board of ____ ____ ____
Directors
(II) Election of Dennis Carver to Columbia Bancorp Board of ____ ____ ____
Directors
(III) Election of Jane F. Lee to Columbia Bancorp Board of ____ ____ ____
Directors
(IV) Election of Stephen D. Martin to Columbia Bancorp Board ____ ____ ____
of Directors
(V) Election of Jean McKinney to Columbia Bancorp Board of ____ ____ ____
Directors
(VI) Election of Greg Walden to Columbia Bancorp Board of ____ ____ ____
Directors
(VII) Election of James B. Roberson to Columbia Bancorp Board ____ ____ ____
of Directors
2) Increase authorized shares from 4,000,000
to 10,000,000 ____ ____ ____
</TABLE>
The Proxy will be voted as specified by the shareholder. IF NO CHOICE IS
SPECIFIED, THIS PROXY WILL BE VOTE FOR THE ABOVE. The Proxy may be revoked at
any time prior to its exercise. You may attend the meeting in person even
though you send in your Proxy.
Receipt is acknowledged of the Notice and Proxy Statement relating to this
meeting.
----------------------------------
Signature
----------------------------------
Signature
----------------------------------
Date
Please sign exactly as name appears on the left. Persons signing as executor,
administrator, trustee, custodian, guardian, or in an official or
representative capacity should indicate his or her full title.
PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY PROMPTLY, USING THE ENCLOSED
ENVELOPE.
