<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-11(c) or Rule 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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
COLUMBIA BANCORP
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 23, 1998
TO OUR SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of
Columbia Bancorp ("Bancorp"), will be held at 7:00 p.m. Pacific Time on
Thursday, April 23, 1998, at the Columbia Gorge Discovery Center, 5000 Discovery
Drive, The Dalles, Oregon, for the following purposes:
1. To consider and act upon the election of five (5) directors of
Bancorp.
2. 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 March 9,
1998 are entitled to vote at the annual meeting or any postponement or
adjournment.
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.
By order of the Board of Directors.
Richard J. Croghan
Secretary
March 9, 1998
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE -
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. IF YOU DO ATTEND THE
MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.
<PAGE> 3
COLUMBIA BANCORP
420 East Third Street, Suite 200
The Dalles, Oregon 97058
(541) 298-6649
ANNUAL MEETING PROXY STATEMENT
Date of Proxy Statement: March 9, 1998
This Proxy Statement, dated March 9, 1998, 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 23, 1998, at 7:00 p.m. Pacific Time, at the
Columbia Gorge Discovery Center, 5000 Discovery Drive, The Dalles, Oregon. The
approximate date of mailing of this Proxy Statement and the accompanying form of
proxy is March 13, 1998. Bancorp's 1997 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 March 9, 1998, the record date for determining
shareholders entitled to vote at the meeting, there were 2,307,216 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 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 Bancorp's wholly owned subsidiary, Columbia River Banking Company
("the Bank"), 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 the Bank, 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 one matter, which is discussed below, to
be presented at the annual meeting for shareholder action.
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. In an effort to even the class size, management has
nominated one director for a term expiring in 1999 as well as the customary
slate of candidates for election to a three year term.
2
<PAGE> 4
Ted M. Freeman has been nominated by the Bancorp Board for a term
expiring at the 1999 annual meeting. Four Directors have been nominated by the
Bancorp Board for the term expiring at the year 2001 annual meeting. The persons
nominated are Charles F. Beardsley, William A. Booth, Terry L. Cochran, and
James B. Roberson.
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 the Bank.
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 420 East Third Street, Suite 200, The Dalles, Oregon 97058. For
information concerning the procedures provided by Bancorp's Articles of
Incorporation for the presentation of business by shareholders at an annual
meeting, see the section below entitled "PROPOSALS OF SHAREHOLDERS".
NOMINEE FOR ELECTION AS DIRECTOR TO THE BOARD OF DIRECTORS OF BANCORP FOR A TERM
EXPIRING IN 1999:
Ted M. Freeman, age 71, was a director of Juniper Banking Company
for eight years prior to its merger with the Bank, and became a director of the
Bank following the merger. Prior to retirement, Mr. Freeman managed a seed,
fertilizer, and grain business.
NOMINEE FOR ELECTION AS DIRECTORS TO THE BOARD OF DIRECTORS OF BANCORP FOR A
TERM EXPIRING IN 2001:
Charles F. Beardsley, age 57, has served as a director of Bancorp
since its inception, and as a director of the Bank since April 1994. Mr.
Beardsley has been a principal owner of Hershner & Bell Realty, a real estate
brokerage firm, and of Hershner & Bell-Farrell Agency, an insurance agency, both
in Hood River, Oregon.
William A. Booth, age 57, has served as a director of Bancorp
since its inception, and as a director of the Bank since 1977. Mr. Booth is a
principal in Booth & Kelly Insurance & Real Estate, a real estate and insurance
agency in The Dalles, Oregon.
Terry L. Cochran, age 53, has been a director of Bancorp since
its inception and has been the Bank's Chief Executive Officer and a director
since 1981. Upon the retirement of the President and Chief Executive Officer of
Klickitat Valley Bank ("Klickitat") on December 31, 1996, he also assumed that
position, until its merger with the Bank in March 1997. He holds an A.A. degree
from Yakima Valley College, a B.A. degree in Business Administration from
Washington State University, and is a graduate of Pacific Coast Banking School
at the University of Washington.
James B. Roberson, age 63, had been a director of Klickitat since
1977, and currently serves on the Bank Board. Prior to retirement, Mr. Roberson
was an optometrist in the Bingen/White Salmon, Washington area.
DIRECTORS CONTINUING IN OFFICE
Robert L.R. Bailey, age 56, has been a director of Bancorp since
its inception. Mr. Bailey has been a director of the Bank since 1977 and has
served as chairman of the the Bank Board. For the past 13 years, Mr. Bailey has
been the president and general manager of Orchard View Farms, Inc., a fruit
growing and packing company.
Dennis Carver, age 49, was elected to the Bancorp board at the
1997 annual meeting. He had been a director of Klickitat since 1984, and also
serves on the Bank's Board. He has worked as a chiropractor in Goldendale,
Washington, since 1973. He presently runs the Goldendale Chiropractic Clinic.
Jane F. Lee, age 46, was elected to the Bancorp board at the 1997
annual meeting. She had been a director of Klickitat since 1987. Ms. Lee also
serves on the Bank Board. She has worked in cattle ranching and hay operations
for 26 years, and is the President of the Washington State Association of Cattle
Women. She also serves as a Commisioner of Fire District #7.
3
<PAGE> 5
Steve Martin, age 54, has been a director of Bancorp since its
inception in October 1995 and has served as Chairman of the Board of Directors
of Bancorp since that time. Mr. Martin has been a director of the Bank since
1977, and has served as Chairman of the the Bank Board since April 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 59, has been a director of Bancorp since its
inception, and has been a director of the Bank since April 1994. Ms. McKinney
has served for over 19 years as president and business manager of McKinney
Ranches, Inc., a grain farming business in Wasco, Oregon.
Greg Walden, age 41, has been a director of Bancorp since its
inception, and has been a director of the Bank since April 1994. Since 1986, he
has served as president of Columbia Gorge Broadcasters, Inc. in Hood River,
Oregon. From 1989-95 he served as a state representative, and from 1995-97 he
served as a state senator in the Oregon legislature.
Donald T. Mitchell, age 53, has been a director of Bancorp since
its inception. He was a director of Juniper Banking Company for six years and
became a director of the Bank following the merger. Since 1982, he has been a
partner in Lacy Forest Products, a lumber brokerage firm.
DIRECTORS RETIRING FROM OFFICE
George W. Hall, age 71, was a founding director of Klickitat and
became a director of Bancorp in June of 1996, at the time of the acquisition of
Klickitat. He also serves as a director of the Bank. 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.
Donald C. Gomes, age 80, has been a director of Bancorp since its
inception. Mr. Gomes was a director of Juniper Banking Company and become a
director of the Bank following the merger. Since 1975, Mr. Gomes has owned and
managed Eagle Valley Ranch in Antelope, Oregon.
BANCORP MEETINGS AND THE BANK AND KLICKITAT COMMITTEES AND MEETINGS
The Board of Directors of Bancorp, and the Board of Directors of
the Bank each held 12 meetings during 1997. Each member of the Board attended at
least 90% of the meetings they were entitled to attend. The Bank Board of
Directors has five committees: Executive Committee, Audit/Examination Committee,
Human Resources Committee, Loan Committee, and Investment/Asset-Liability
Committee. The Klickitat Board held two meetings prior to its merger with the
Bank in March 1997. There were no Klickitat committee meetings.
The Executive Committee of the Bank consists of Chairperson Steve
Martin, Terry Cochran, Robert Bailey, Donald Mitchell, Charles Beardsley, and
Jane Lee. 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 four times in 1997, with
Steve Martin missing two meetings and Jane Lee and Charles Beardsley each
missing one.
The Audit/Examination Committee of the Bank consists of
Chairperson Charles Beardsley, 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 six times in 1997, with Greg Walden missing one
meeting.
The Human Resources Committee of the Bank 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, James Roberson, Terry
Cochran, and Jean McKinney. The committee met one time in 1997. All members were
in attendance.
4
<PAGE> 6
The Investment/Asset-Liability Committee of the Bank consists of
Chairperson Robert Bailey, Ted Freeman, Dennis Carver, and Terry Cochran. 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. The committee met four
times in 1997, with Ted Freeman missing two meetings and Dennis Carver missing
one meeting.
The Loan Committee of the Bank consists of Chairperson Jane Lee,
William Booth, and Don Gomes. It reviews the loan portfolio for safety and
soundness, monitors concentrations in industry and loan type, and oversees the
loan policy of the Bank. The committee met 20 times in 1997, with William Booth
missing one meeting.
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. For information concerning the procedures
provided by Bancorp's Articles of Incorporation for the presentation of business
by shareholders at an annual meeting, see the section below entitled "PROPOSALS
OF SHAREHOLDERS".
PRINCIPAL SHAREHOLDERS AND MANAGEMENT OWNERSHIP
The following table sets forth certain information regarding the
beneficial ownership of Bancorp's common stock at February 24, 1998 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 PERCENT OF CLASS
------------------------ -------------------------- ----------------
(1)
---
<S> <C> <C>
PERSONS WITH GREATER THAN 5%
OWNERSHIP
George Layman 171,683 7.25%
DIRECTORS
Robert L.R. Bailey 87,101 3.68%
Charles F. Beardsley 13,276 .56
William A. Booth 30,058 1.27
Dennis Carver 12,294 .52
Terry L. Cochran 115,081 4.86
Ted M. Freeman 5,450 .23
Donald C. Gomes 28,142 1.19
George W. Hall 42,987 1.82
Jane Lee 5,637 .24
Stephen D. Martin 29,813 1.26
Jean S. McKinney 6,236 .26
Donald T. Mitchell 9,671 .41
James Roberson 19,765 .84
Greg P. Walden 5,321 .22
EXECUTIVE OFFICERS (NOT INCLUDED ABOVE)
Richard J. Croghan 41,445 1.75
James McCall 14,223 .60
Neal McLaughlin 2,471 .10
Craig Ortega 6,714 .28
---------- ----------
ALL DIRECTORS AND EXECUTIVE OFFICERS
AS A GROUP 475,685 20.10%
========== ==========
</TABLE>
(1) Share amounts include stock options which are currently exercisable as
follows: Robert L.R. Bailey, 5,000; Charles F. Beardsley, 5,000; William A.
Booth, 5,000; Dennis Carver, 2,000, Terry L. Cochran, 6,500; Ted Freeman, 4,500;
Jane F. Lee, 2,000, Stephen D. Martin, 2,000; Jean S. McKinney, 3,590; Donald T.
Mitchell, 3,000; Greg P. Walden, 3,600; Richard J. Croghan, 5,200; James McCall
4,784; Neal McLaughlin, 1,500, Craig Ortega, 2,800.
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<PAGE> 7
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 Employee Stock Ownership Plan ("ESOP"), but exclude shares over which
any of the above may have voting power as trustee of the Bank's ESOP. Five of
the individuals listed above own Bancorp common stock through the Bank's ESOP.
These holdings as of December 31, 1997, the latest date for which figures are
available, are: (1) Terry L. Cochran, 14,881; (2) Richard J. Croghan, 8,745; (3)
James McCall, 7,720; (4) Neal McLaughlin, 526; (5) Craig Ortega, 740.
INFORMATION REGARDING MANAGEMENT
EXECUTIVE OFFICERS - BANCORP
The executive officers of Bancorp are Terry L. Cochran, President
and C.E.O., Richard J. Croghan, Secretary, and Neal McLaughlin, C.F.O. Cochran
and Croghan have served in that capacity since October of 1995. McLaughlin was
named C.F.O. in December of 1997. There are no other officers or employees of
Bancorp.
EXECUTIVE OFFICERS - THE BANK
Terry L. Cochran, age 53, is the Bank's President and Chief
Executive Officer, and is also a member of the Board of Directors of Bancorp.
Richard J. Croghan, age 44, is Executive Vice President and Chief
Administrative Officer, and has performed the duties of Chief Administrative
Officer for the Bank since July 1997. Prior to that he had been Chief Financial
Officer since September 1981. He was a director of the Bank from 1984 until
1995. He holds an A.S. degree in Business from Central Oregon Community College.
James C. McCall, age 52, is Executive Vice President and Chief
Lending Officer, and has been employed by the Bank 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.
Craig J. Ortega, age 41, is Executive Vice President and Head of
Community Banking, and has performed these duties since July of 1997. Prior to
that, he was manager of the Bank's Hood River Office. He attended Blue Mountain
Community College and holds a B.S. degree in Business Administration from
Eastern Oregon State College.
Neal T. McLaughlin, age 29, is Executive Vice President and Chief
Financial Officer, and has performed these duties since July of 1997. He has
held a number of positions with the Bank and most recently was Vice President
and Controller. He holds a B.S. Degree in Accounting from the University of
Oregon. He is also a C.P.A. in the state of Oregon.
EXECUTIVE COMPENSATION - BANCORP
Executive Officers of Bancorp receive no compensation for their
activities as such.
EXECUTIVE COMPENSATION - THE BANK
The following table sets forth, for the three years ended
December 31, 1997, the compensation awarded, paid to, or earned by the chief
executive officer of the Bank. No other executive officer of the Bank received
salary and bonus in excess of $100,000.
For the three years described below, Terry L. Cochran served as
CEO of the Bank. In addition, prior to the 1995 merger between the Bank and
Juniper Banking Company, Mr. Cochran served as President of the Bank, and
resumed the role and title of President on December 21, 1995. Mr. Cochran also
served as President and CEO of Klickitat from December 1996 until its merger
with the Bank in March 1997.
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<PAGE> 8
<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 (1) GRANTED
- ---------------- ---- ----------- ------- -------- -------- --------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Terry L. Cochran 1997 $126,875(2) $57,304 - $11,277 2,000 shares(5) $1,600 (4)
President and CEO 1996 $93,634 (2) $31,788 $2,000 $12,542 - $1,500 (4)
1995 $90,180 (2) $52,017 $4,800 $11,049 4,500 shares(3) $1,362 (4)
</TABLE>
(1) As of December 31, 1997, The Bank's ESOP held 14,881 shares of Bancorp
stock for the account of Mr. Cochran, with an estimated market value of
$372,028 plus uninvested cash of $13,065. All of the shares described
are vested, and dividends are payable to the account of Mr. Cochran
under the ESOP.
(2) Includes monthly auto allowance of $500 in 1995 and 1996, and $700
beginning in May 1997.
(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.
(5) The exercise price of the described options is $16.75 per share. The
options are immediately exercisable and expire in August 2007.
The following table sets forth information regarding option
holdings at December 31, 1997 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 6,500 shares/ - $84,000
</TABLE>
(1) Mr. Cochran exercised 3,600 shares at $6.33 per share during the fiscal
year ending December 31,1997.
(2) On December 31, 1997, the closing price of Bancorp's stock was $25. 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 the Bank,
are parties to an Employment Agreement of May 1, 1997 and a Deferred
Compensation Agreement of May 1, 1997. The Employment Agreement extends for a
period ending May 14, 1999, and may be extended thereafter by mutual agreement
of the parties. Mr. Cochran is to be paid an annual base salary of $140,000 for
the period May 15, 1997 through December 31, 1998. 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.
7
<PAGE> 9
DISCRETIONARY BONUS PLAN AND PROFIT SHARING PLAN
The Bank has a discretionary bonus plan under which the Board of
Directors of the Bank may award bonuses to the Bank's executives and other
employees. Bonuses are established in December of each year. For the year ended
December 31, 1997, bonus payments totaling $428,890 were made to Bank employees,
including $110,376 paid to executive officers as a group.
DIRECTOR COMPENSATION
During 1997, directors of the Bank were paid an attendance fee of
$600 for each regular meeting of the Board of Directors. The chairman was paid
an attendance fee of $900 for each regular meeting of the Board of Directors.
The Bank directors also received $100 per Board committee meeting attended.
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 December 31, 1997, there had been
awarded options to purchase 69,000 shares of Bancorp stock to an aggregate 94
employees and directors 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 the Bank
may elect to defer up to 10% of their compensation, and the Bank makes matching
contributions to the accounts of officers and employees of the Bank 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
The Bank has an Employee Stock Ownership Plan (the "ESOP"). All
employees of the Bank 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 the Bank. 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 appraisal of the fair
market value of the stock commissioned from an independent appraiser by the ESOP
Trustees and the Bank. For the fiscal year ended December 31, 1997, the ESOP
appraisal of the fair market value of Bancorp common stock, on a marketable
minority basis, was $25.00 per share. As of January 1, 1998, the ESOP held
85,400 shares of Bancorp common stock and $12,365 in cash. At that date, 109
employees of the Bank were participating in the ESOP.
8
<PAGE> 10
CERTAIN TRANSACTIONS
Various directors and executive officers of the Bank and Bancorp,
members of their immediate families, and firms in which they have or had an
interest were customers of and had transactions with the Bank during 1997 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, 1997 and 1996, loans outstanding to
this group were $2,297,536 and $2,967,310, respectively.
Certain reportable transactions for directors and executive
officers of the Bank and Bancorp, for the fiscal years 1997 and 1996, are as
follows:
Robert R.L. Bailey, a director of Bancorp and the Bank, 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 the Bank in excess of $60,000 in the aggregate under
revolving and nonrevolving lines of credit and a Visa card. As of February 20,
1998, the total balance due by Mr. Bailey from these borrowings was $1,233,448.
Stephen Martin, a director of Bancorp and the Bank, and various
enterprises owned or controlled by him, borrowed sums from the Bank in excess of
$60,000 in the aggregate under term loans, a revolving line of credit and a Visa
card. As of February 20, 1998, the total balance due by Mr. Martin from these
borrowings was $489,782.
Charles F. Beardsley, a director of Bancorp and the Bank,
borrowed sums from the Bank in excess of $60,000 in the aggregate under term
loans, a revolving line of credit and a Visa card. As of February 20, 1998, the
balance due by Mr. Beardsley from these borrowings was $104,500.
Terry L. Cochran, the Bank's Chief Executive Officer and
President, and a director of Bancorp and the Bank, borrowed sums from the Bank
in excess of $60,000 in the aggregate under revolving lines of credit and a Visa
card. As of February 20, 1998, the total balance due by Mr. Cochran from these
borrowings was $145,359.
Dennis Carver, a director of Bancorp and the Bank, borrowed sums
from the Bank in excess of $60,000 in the aggregate under term loans. As of
February 20, 1998, the total balance due by Mr. Carver from these borrowings was
$186,373.
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.
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INFORMATION AVAILABLE TO SHAREHOLDERS
BANCORP'S 1997 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 NEAL T. MCLAUGHLIN,
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, 1997. 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 1997 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 the Bank 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 may present matters for consideration at any annual
meeting of Bancorp. Shareholders are reminded that under Article VII of the
Articles of Incorporation of Bancorp, there are certain procedural requirements
relating to the presentation of business at an annual meeting by a shareholder.
Unless the Board of Directors permits otherwise, any business, including
nominations of directors, may be properly brought before an annual shareholders
meeting by a shareholder only upon the shareholder's timely notice in writing to
Bancorp's Secretary. To be timely, the notice must be delivered to or mailed and
received at the prinicipal executive offices of Bancorp not later than the close
of business on the tenth (10th) business day following the day on which notice
or disclosure of the date of the annual meeting is given or made to
shareholders.
The notice provided by the shareholder must set forth (i) a brief
description of each matter desired to broght before the annual meeting and the
reason for conducting such business at the meeting, (ii) the name and address of
the proposing shareholder, (iii) the class and number of shares of stock of
Bancorp which are beneficially owned by the proposing shareholder, (iv) any
material interest of the shareholder in the business proposed, and (v) as for
each person whom the shareholder proposes to nominate for election as a director
(a) the name, age, business address, and residence address of such person, (b)
the principal occupation or employment of such person, (c) the class and number
of shares of stock, if any, of Bancorp which are beneficially owned by such
person, (d) the proposed nominee's written consent, and (e) any other
information relating to such person that is required to be disclosed or is
otherwise required by any applicable law.
With respect to proposals to be considered at the 1999 annual
meeting of shareholders, if a shareholder wishes to present a proposal at that
annual meeting and also wishes to have the proposal included in Bancorp's
official Proxy Statement for the 1999 annual meeting, the written notice of
proposal must be submitted to the Secretary of Bancorp no later than December
31, 1998.
March 9, 1998
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VOTING PROXY
COLUMBIA BANCORP 1998 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 at 7:00 p.m. Pacific Time on April 23, 1998, at the Columbia Gorge
Discovery Center, 5000 Discovery Drive, 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) Election of Directors of Bancorp for Terms Expiring as Shown - Proposed
by Management
- Ted M. Freeman (1999) - Charles F. Beardsley (2001)
- William A. Booth (2001) - Terry L. Cochran (2001)
- James B. Roberson (2001)
[ ] FOR all nominees [ ] AGAINST all nominees [ ] ABSTAIN
(except as indicated)
TO VOTE AGAINST ANY INDIVIDUAL NOMINEE, DRAW A LINE THROUGH THE NAME OF
THE NOMINEE.
UNLESS CONTRARY 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 NO CHOICES ARE SPECIFIED,
THE PROXY WILL BE VOTED FOR ALL ITEMS SET FORTH ABOVE. I (we) understand 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 March 9, 1998 Proxy Statement and notice of the April
23, 1998 annual meeting.
----------------------------------- -----------
Signature Date
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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.
