<PAGE>
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:
[ ] 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
COMSTOCK 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:
N/A
(2) Aggregate number of securities to which transaction applies:
N/A
(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):
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
(5) Total fee paid:
N/A
[ ] Fee paid previously with preliminary materials:
N/A
[ ] 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:
N/A
(2) Form, Schedule or Registration Statement no.:
N/A
(3) Filing party:
N/A
(4) Date filed:
N/A
<PAGE>
March 23, 1998
Dear Stockholder:
You are cordially invited to attend the 1998 Annual Meeting of
Stockholders of Comstock Bancorp ("Comstock" or the "Company"), which will be
held on April 29, 1998 at 4:00 p.m. Pacific Time in the second floor Conference
Center of Comstock's Administrative Headquarters Building at 6275 Neil Road,
Reno, Nevada 89511 (corner of South Virginia Street and Neil Road) (the "Annual
Meeting").
At the Annual Meeting, you will be asked to consider and vote upon: (1)
the election of nine directors to serve for a one-year term expiring in 1999;
(2) ratification of the appointment of Kafoury, Armstrong & Co. as independent
auditors for Comstock for the fiscal year ending December 31, 1998; and (3) such
other business as may properly come before the Annual Meeting or any adjournment
or postponement thereof. In addition, management will report on the operations
and activities of the Company and there will be an opportunity for you to ask
questions about the Company's business.
It is important that your shares be represented at the Annual Meeting,
regardless of whether you plan to attend in person. We urge you to execute, date
and return the proxy card in the enclosed postage-paid envelope as soon as
possible in order to ensure that your shares are voted at the Annual Meeting.
Sincerely yours,
/s/ Robert N. Barone
------------------------------------
Robert N. Barone
Chairman and Chief Executive Officer
/s/ Larry A. Platz
------------------------------------
Larry A. Platz
President and Secretary
<PAGE>
COMSTOCK BANCORP
6275 Neil Road
Reno, Nevada 89511
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held April 29, 1998
TO OUR STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that, pursuant to the call of its directors, the
Annual Meeting of Stockholders of Comstock Bancorp ("Comstock" or the "Company")
will be held at the Administrative Headquarters Building, Second Floor
Conference Center, 6275 Neil Road, Reno, Nevada 89511 on Wednesday, April 29,
1998 at 4:00 p.m. Pacific Time for purposes of considering and voting on the
following matters:
1. Election of Directors:
The election of nine directors of Comstock to serve until the
1999 Annual Meeting of Stockholders or until their successors
are elected and qualified;
2. Ratification of Appointment of Independent Auditors:
Ratification of the appointment of Kafoury, Armstrong & Co. as
independent auditors of Comstock for the fiscal year ending
December 31, 1998;
3. Other Business:
To transact such other business as may properly come before
the Annual Meeting or any adjournment or postponement thereof.
Only stockholders of the Company of record as of the close of business
on March 6, 1998 (the "Record Date") are entitled to notice of and to vote at
the meeting and any adjournment or postponement thereof. A copy of the Company's
Annual Report for the fiscal year ended December 31, 1997 accompanies this Proxy
Statement.
The Company cordially invites all stockholders to attend the meeting in
person. Regardless of whether you expect to attend the meeting, please complete,
sign and date the enclosed proxy and return it in the envelope provided.
PLEASE DATE, SIGN AND RETURN THE ENCLOSED PROXY. PROXIES ARE REVOCABLE BY
WRITTEN NOTICE TO THE SECRETARY OF THE COMPANY AT ANY TIME PRIOR TO THEIR BEING
VOTED. PROXIES MAY ALSO BE REVOKED BY GIVING A DULY EXECUTED PROXY BEARING A
LATER DATE. THE IMMEDIATE RETURN OF YOUR PROXY WILL BE OF GREAT ASSISTANCE IN
PREPARING FOR THE MEETING.
By Order of the Board of Directors,
/s/ Robert N. Barone
Reno, Nevada ------------------------------------
March 23, 1998 ROBERT N. BARONE,
Chairman and Chief Executive Officer
/s/ Larry A. Platz
------------------------------------
LARRY A. PLATZ,
President and Secretary
<PAGE>
THIS PAGE INTENTIONALLY LEFT BLANK
<PAGE>
COMSTOCK BANCORP
6275 Neil Road
Reno, Nevada 89511
(702) 824-7100
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
April 29, 1998
INTRODUCTION
This Proxy Statement is being furnished to stockholders of Comstock
Bancorp, a Nevada corporation ("Comstock" or the "Company"), in connection with
the solicitation of proxies by the Board of Directors of Comstock for use at the
Annual Meeting of Stockholders and at any adjournment or postponement thereof
(the "Annual Meeting"). The Annual Meeting will be held on April 29, 1998 at
4:00 p.m. Pacific Time in the Conference Center on the second floor of
Comstock's Administrative Headquarters, 6275 Neil Road, Reno, Nevada 89511. The
accompanying Notice of Annual Meeting of Stockholders and this Proxy Statement
are first being mailed to stockholders on or about March 23, 1998.
At the Annual Meeting, holders of Company common stock, par value $.01
per share (the "Common Stock"), will be asked to vote upon (i) a proposal to
elect nine directors to serve until the 1999 Annual Meeting of Stockholders or
until their successors are elected and qualified and (ii) a proposal to ratify
the appointment of Kafoury, Armstrong & Co. to serve as independent auditors of
the Company for the fiscal year ending December 31, 1998. Holders of Common
Stock are requested to sign, date and return the accompanying proxy card
promptly to Comstock in the enclosed postage-paid envelope.
VOTING AND PROXIES
Date, Time and Place of Meeting
The Annual Meeting will be held in the Conference Center on the second
floor of Comstock Bank's Administrative Headquarters, 6275 Neil Road, Reno,
Nevada on Wednesday, April 29, 1998 at 4:00 p.m. Pacific Time.
Record Date and Voting
The Board of Directors of Comstock has fixed the close of business on
March 6, 1998 as the Record Date for the determination of the holders of Common
Stock, par value $.01 per share, entitled to receive notice of and to vote at
the Annual Meeting. Only holders of record of Common Stock at the close of
business on that date will be entitled to vote at the Annual Meeting and at any
adjournment or postponement thereof. At the close of business on the Record
Date, 4,451,668 shares of Common Stock were issued and outstanding.
Each holder of shares of Common Stock outstanding on the Record Date
will be entitled to one vote for each share held of record upon each matter
properly submitted at the Annual Meeting or any adjournment or postponement
thereof. Stockholders are not entitled to cumulate their votes in the election
of directors or otherwise. The presence in person or by proxy of the holders of
a majority of the total number of issued and outstanding shares of Common Stock
entitled to vote at the Annual Meeting is necessary to constitute a quorum at
the Annual Meeting.
If the enclosed proxy card is properly executed and received by
Comstock in time to be voted at the Annual Meeting, the shares represented
thereby will be voted in accordance with the instructions marked on the proxy
card. Executed proxy cards returned without voting instructions will be voted
FOR ratification of independent auditors and FOR election as director of the
nominees identified herein.
<PAGE>
Management is not aware of any matters other than those set forth in
the Notice of Annual Meeting of Stockholders that may be brought before the
Annual Meeting. If any other matters properly come before the Annual Meeting,
including a motion to adjourn or postpone the Annual Meeting to another time or
place or both for the purpose of soliciting additional proxies or otherwise, the
persons named in the accompanying proxy will vote the shares represented by all
properly executed proxies on such matters in such manner as they, in their
discretion, shall deem appropriate.
Vote Required
Nominees receiving the greatest number of votes will be elected as
directors to serve until the 1999 Annual Meeting of Stockholders or until their
successors are elected and qualified. Abstentions and broker non-votes will have
no effect on the election of directors, because directors are elected by
plurality vote.
Revocability of Proxies
The presence of a stockholder at the Annual Meeting will not revoke
such stockholder's proxy. However, a stockholder may revoke a proxy at any time
prior to its exercise by (i) delivering to the Secretary of Comstock a written
notice of revocation or (ii) delivering to the Secretary of Comstock a duly
executed proxy bearing a later date.
Solicitation of Proxies
In addition to solicitation by mail, directors, officers and employees
of Comstock and Comstock Bank may solicit proxies for the Annual Meeting
personally or by telephone without additional remuneration therefor. Comstock
will also provide persons, firms, banks and corporations holding shares in their
names or in the names of nominees proxy material for transmittal to beneficial
owners and will reimburse such record owners for their expenses in doing so. The
cost of solicitation of proxies for the Annual Meeting will be borne by
Comstock.
Stockholders may authorize another person or persons to act for them as
proxy by transmitting or authorizing the transmission of a telegram, cablegram
or other means of electronic transmission to the Secretary of Comstock, provided
that any such telegram, cablegram or other means of electronic transmission must
either set forth or be submitted with information from which it can be
determined that the telegram, cablegram or other electronic transmission was
authorized by the stockholder.
Voting Securities and Principal Holders Thereof
The following table indicates the beneficial ownership of Common Stock
by (i) persons known by Comstock to own more than 5% of such stock, (ii)
directors and nominees, (iii) executive officers identified in the Summary
Compensation Table that is included elsewhere herein and (iv) all directors and
executive officers of Comstock as a group.
Information concerning the number of shares of Common Stock
beneficially owned by the persons identified in the table under the caption
"Certain Stockholders" is derived entirely from Schedules 13D filed by such
persons with the Securities and Exchange Commission for the purpose of reporting
their beneficial ownership of Common Stock. Information concerning the share
ownership of directors, director nominees and executive officers is as of
February 27, 1998.
<PAGE>
- --------------------------------------------------------------------------------
Shares of Percent of
Certain Stockholders Common Stock (1) (2) Class
- --------------------------------------------------------------------------------
Lee Deitrich 400,000 8.99%
7090 Morley Road
Painesville, Ohio 44077
- --------------------------------------------------------------------------------
Umberto Fedeli 420,000 9.43%
5005 Rockside Road, 5th Floor
Independence, Ohio 44131
- --------------------------------------------------------------------------------
Lawrence G. Loxterman 370,460 8.32%
270 Barrington Ridge Road
Painesville, Ohio 44077
- --------------------------------------------------------------------------------
William H. Loxterman 348,460 7.83%
1010 Hoose Road
Mentor, Ohio 44060
- --------------------------------------------------------------------------------
Resource Management, Inc. 390,000 (3) 8.76%
Dba Gelfand/Maxus Asset Management
1801 East Ninth Street, Suite 740
Cleveland, Ohio 44114
- --------------------------------------------------------------------------------
Directors, Nominees Shares of Percent of
and Executive Officers Common Stock (1) (2) Class
- --------------------------------------------------------------------------------
Edward E. Allison 16,730 (4) (5)
Robert N. Barone 400,068 (6) 8.47%
Stephen C. Benna 5,000 (7) (5)
John A. Coombs 23,598 (8) (5)
Michael W. Dyer 64,374 (9) 1.43%
Mervyn J. Matorian 19,532 (10) (5)
Samuel P. McMullen 11,590 (11) (5)
Larry A. Platz 295,854 (12) 6.28%
Ronald R. Zideck 0 0%
- --------------------------------------------------------------------------------
Directors and Executive 844,746 (13) 16.47%
Officers as a group
(9 persons)
(1) Unless otherwise noted, the persons shown have sole voting and
investment power over the shares listed.
(2) For the purpose of determining beneficial ownership with respect to the
named persons, Common Stock includes all issued and outstanding Common
Stock, as well as Common Stock acquirable through the exercise or
conversion of any option, warrant or security within 60 days. Warrants
to acquire approximately 52,800 shares are outstanding. Under the
Company's 1992 Incentive Plan and 1992 Non-Employee Directors' Stock
Option Plan, options to acquire approximately 669,532 shares of Common
Stock will have been granted and will be exercisable within 60 days of
the date hereof, including options to acquire 13,200 shares expected to
be granted to non-employee director nominees under the 1992
Non-Employee Directors' Stock Option Plan at the Board of Directors'
meeting immediately after the 1998 Annual Meeting.
(3) Mr. Richard A. Barone is the controlling stockholder and President of
Resource Management, Inc. Doing business under the name "Gelfand/Maxus
Asset Management," Resource Management, Inc. is a privately owned money
management firm headquartered in Cleveland, Ohio. Mr. Richard A. Barone
may be deemed to own beneficially the shares owned by Resource
Management, Inc. Richard A. Barone is the brother of Robert N. Barone.
Mr. Robert N. Barone owns a 15% minority interest in Resource
Management, Inc.
<PAGE>
(4) Consists of (i) 4,530 shares held by Mr. Allison, (ii) 10,000 shares
subject to currently exercisable options and (iii) 2,200 shares
acquirable upon exercise of options to be granted to each non-employee
director immediately following the 1998 Annual Meeting under the terms
of the 1992 Non-Employee Directors' Stock Option Plan.
(5) Less than one percent(1%).
(6) Consists of (i) 128,368 shares held by The Barone Family 1988 Trust of
which Mr. Robert N. Barone is a trustee and (ii) 271,700 shares subject
to currently exercisable options held by Mr. Robert N. Barone. Mr.
Barone owns a 15% minority interest in Resource Management, Inc., which
owns 390,000 shares of Common Stock (approximately 8.78%). See Note
(3).
(7) Consists of (i) 400 shares held by the Stephen C. Benna and Karen L.
Benna Family Trust of which Mr. Benna is a Trustee, (ii) 2,400 shares
subject to currently exercisable options held by Stephen C. Benna and
(iii) 2,200 shares acquirable upon exercise of options to be granted to
each non-employee director immediately following the 1998 Annual
Meeting under the terms of the 1992 Non-Employee Directors' Stock
Option Plan.
(8) Consists of (i) 5,418 shares held by The Coombs Living Trust, of which
Dr. Coombs is a trustee, (ii) 1,180 shares held in a self-directed
rollover IRA, (iii) 14,800 shares subject to currently exercisable
options held by Dr. Coombs and (iv) 2,200 shares acquirable upon
exercise of options to be granted to each non-employee director
immediately following the 1998 Annual Meeting under the terms of the
1992 Non-Employee Directors' Stock Option Plan.
(9) Consists of (i) 27,742 shares held by Mr. Dyer, (ii) 34,432 shares
subject to currently exercisable options and (iii) 2,200 shares
acquirable upon exercise of options to be granted to each non-employee
director immediately following the 1998 Annual Meeting under the terms
of the 1992 Non-Employee Directors' Stock Option Plan.
(10) Consists of (i) 5,332 shares held by Mr. Matorian, (ii) 12,000 shares
subject to currently exercisable options and (iii) 2,200 shares
acquirable upon exercise of options to be granted to each non-employee
director immediately following the 1998 Annual Meeting under the terms
of the 1992 Non-Employee Directors' Stock Option Plan.
(11) Consists of (i) 590 shares held by Mr. McMullen, (ii) 8,800 shares
subject to currently exercisable options and (iii) 2,200 shares
acquirable upon exercise of options to be granted to each non-employee
director immediately following the 1998 Annual Meeting under the terms
of the 1992 Non-Employee Directors' Stock Option Plan.
(12) Consists of (i) 35,154 shares held by The Larry A. Platz Trust of which
Mr. Platz is a Trustee and (ii) 260,700 shares subject to currently
exercisable options held by Mr. Larry A. Platz.
(13) Consists of (i) an aggregate of 205,714 shares held by directors and
executive officers as a group, (ii) an aggregate of 625,832 shares
subject to currently exercisable options and (iii) 13,200 shares
acquirable upon exercise of options to be granted to each non-employee
director immediately following the 1998 Annual Meeting under the terms
of the 1992 Non-Employee Directors' Stock Option Plan. Likewise, the
figures given in the table do not include up to 5,500 shares (and
accompanying options) acquirable under the terms of the 1992
Non-Employee Directors' Stock Option Plan by each non-employee director
immediately following the 1998 Annual Meeting of Stockholders.
The 1992 Non-Employee Directors' Stock Option Plan (the "Directors'
Plan") was adopted in 1992 and assumed by Comstock in connection with the 1997
holding company reorganization of Comstock Bank. At the meeting of the Board of
Directors immediately following each annual meeting of stockholders, each
non-employee director receives automatically a grant on the following terms:
(1) from the shares reserved for issuance under the Directors'
Plan, each non-employee director is granted the right to
purchase up to 5,500 shares at the fair market value on that
date, which right may be exercised by the director by
delivering a written notice of exercise at the Board of
Directors' meeting at which the right is granted;
(2) without further action by the Board of Directors or the
Options Committee, each non-employee director is granted on
such date a ten-year option to purchase 2,200 shares at fair
market value on the date of grant; and
(3) for each share a director purchases under paragraph (1) above,
he is granted on the same date an additional ten-year option
to purchase an equal number of shares at the same price.
In order to be eligible for this grant, a director (i) must have been a director
for at least three full months during the preceding fiscal year, (ii) must not
have been an employee or officer of the Company or any of its affiliates during
the 12 months preceding such date and (iii) must not have been eligible during
the preceding twelve months to receive any award of stock, options or stock
appreciation rights under any other benefit plan of the Company or affiliates.
No director may be granted rights to purchase shares and options to purchase
shares in the aggregate of more than 110,000 shares under the Directors' Plan.
The aggregate number of shares of Common Stock reserved for issuance under the
Directors' Plan is 270,000 shares. The Directors' Plan has a term of ten years,
but termination of the Directors' Plan would not affect any outstanding options
granted under the Directors' Plan.
<PAGE>
Options granted under the Directors' Plan may be exercised at any time
from the date of grant and for a period of ten years thereafter. Consistent with
the terms of the Directors' Plan, it is expected that six of the seven director
nominees who are not employees of Comstock Bank or the Company will be granted
an immediately exercisable, ten-year option to acquire 2,200 shares of Common
Stock immediately after the 1998 Annual Meeting, in addition to the right to
acquire up to 5,500 shares of Common Stock (with a companion stock option for
each share so acquired). (Director Zideck is not eligible for the grant in 1998
as he was not a director for three full months during the preceding fiscal
year.) The rights of each non-employee director to acquire up to 5,500 shares
(and the accompanying option) are not reflected in the table above. The options
(to acquire 2,200 shares) expected to be granted to each non-employee director
nominee immediately after the 1998 Annual Meeting are reflected in the table. In
order to be eligible for receipt of such grant, however, the director nominee
must be elected at the 1998 Annual Meeting to the term expiring at the 1999
Annual Meeting.
ELECTION OF DIRECTORS
General
Under the Company's Bylaws, the Board of Directors may consist of no
fewer than five(5) and no more than twenty(20) directors, the precise number
being fixed within that range by resolution adopted by the Board of Directors or
by stockholders at the Annual Meeting. The Board of Directors has fixed the
number of directors at nine(9). Under the Bylaws, a majority of the Board of
Directors may fill vacancies and newly created directorships resulting from any
increase in the authorized number of directors.
The persons designated in the accompanying proxy intend to vote FOR
election of the nominees identified below. If for any reason any nominee is
unable to accept the nomination or to serve as a director, an event not
currently anticipated, the persons named as proxies reserve the right to
exercise their discretionary authority to substitute such other person as a
management nominee or to reduce the number of management nominees to such extent
as the persons named as proxies may deem advisable.
The following persons have been nominated to serve as directors until
the 1999 Annual Meeting of Stockholders or until their successors are elected
and qualified: Edward E. Allison, Robert N. Barone, Stephen C. Benna, John A.
Coombs, Michael W. Dyer, Mervyn J. Matorian, Samuel P. McMullen, Larry A. Platz
and Ronald R. Zideck. These individuals collectively comprise the current Board
of Directors of each of Comstock Bank and the Company.
By action of the Board of Directors of the Company and Comstock Bank,
Mr. Ronald R. Zideck was named to the Board of Directors of the Company and
Comstock Bank effective December 22, 1997. Mr. Zideck is a Certified Public
Accountant with more than 30 years of public accounting experience. For the past
15 years until his retirement in August 1997, Mr. Zideck was Managing Partner
for the Reno office of Grant Thornton LLP, an international firm of accountants
and management consultants. Mr. Zideck served on Grant Thornton LLP's National
Executive Committee for the past six years. Mr. Zideck serves as a director of
two public companies (Harveys Casino Resorts and Innovative Gaming Corporation
of America), in addition to his service on Comstock's Board. He is a member of
the University of Nevada's College of Business Advisory Board, is a founding
board member and past president of the University's Accounting Circle, and is
chairman of the University's Legislative Steering Committee. Mr. Zideck
currently serves as a board member and the treasurer for the Utility
Shareholders' Association of Nevada, as a board member of Saint Mary's Health
Network and as a trustee of the Economic Development Authority of Western
Nevada. Previously, he served on the boards of the Reno Philharmonic and the
Nevada Museum of Art. Mr. Zideck is a past president of Western Industrial
Nevada and past chairman of the Greater Reno-Sparks Chamber of Commerce.
<PAGE>
Vote Required
Directors are elected by plurality vote of stockholders present in
person or by proxy and constituting a quorum, meaning nominees receiving the
greatest number of votes will be elected as directors. Stockholders are not
entitled to cumulate their votes in the election of directors or otherwise. THE
BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES IDENTIFIED HEREIN AS
DIRECTORS TO SERVE FOR THE TERM EXPIRING AT THE 1999 ANNUAL MEETING OF
STOCKHOLDERS OR UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFIED.
Information with Respect to Nominees
For each nominee as director, the table below sets forth his name, age
and period of service as a director. The holding company reorganization approved
by stockholders of Comstock Bank at Comstock Bank's 1997 Annual Meeting became
effective in June 1997. As a result of the holding company reorganization,
stockholders of Comstock Bank became stockholders of the Company, and Comstock
Bank became a wholly owned subsidiary of the Company. In connection with the
holding company reorganization of Comstock Bank, the individuals serving as
directors of Comstock Bank served also as the initial Board of Directors of the
Company at its inception, and they have continued to serve as members of the
Board of Directors of each of the Company and Comstock Bank since that time.
Accordingly, the table below indicates the period of service of these
individuals as directors of Comstock Bank.
<TABLE>
<S> <C> <C> <C> <C>
- ------------------------- ------- -------------------- -------------------- ----------------------------------------
Position(s) with Business Experience During Past 5 Years
Nominees Age Director Since (1) Company
- ------------------------- ------- -------------------- -------------------- ----------------------------------------
Edward E. Allison 58 November, 1993 Director Self-employed government relations and
investment consultant
- ------------------------- ------- -------------------- -------------------- ----------------------------------------
Robert N. Barone 53 March, 1984 Chairman, Chief Chairman, Chief Executive Officer and
Executive Officer, Treasurer of Comstock and Comstock
Treasurer and Bank; also a director of the Federal
Director Home Loan Bank of San Francisco since
1996, serving as Vice Chairman since
February, 1998
- ------------------------- ------- -------------------- -------------------- ----------------------------------------
Stephen C. Benna 45 June, 1996 Director President, Chief Executive Officer and
General Manager of CB Concrete
Company, and General Manager of
Capitol City Concrete Company,
concrete manufacturing
- ------------------------- ------- -------------------- -------------------- ----------------------------------------
John A. Coombs 52 April, 1982 Director Orthodontist; private practice
- ------------------------- ------- -------------------- -------------------- ----------------------------------------
Michael W. Dyer 50 December, 1984 Director and Partner in law firm of Dyer, Lawrence,
General Counsel Cooney & Penrose, Carson City
- ------------------------- ------- -------------------- -------------------- ----------------------------------------
Mervyn J. Matorian 53 March, 1983 Director State Farm insurance agent
- ------------------------- ------- -------------------- -------------------- ----------------------------------------
Samual P. McMullen 48 September, 1993 Director President of The McMullen Strategic
Group, a governmental and public
relations and political strategy
consulting and communications firm;
Partner in law firm of Avansino,
Melarkey, Knobel, McMullen & Mulligan,
Reno
- ------------------------- ------- -------------------- -------------------- ----------------------------------------
Larry A. Platz 59 March, 1984 President, President and Secretary of Comstock
Secretary and and Comstock Bank
Director
- ------------------------- ------- -------------------- -------------------- ----------------------------------------
Ronald R. Zideck 60 December, 1997 Director Retired Managing Partner of Reno
office of Grant Thornton, LLP,
international accounting and
consulting firm; also a Director of
Harveys Casino Resorts and Innovative
Gaming Corporation of America
</TABLE>
<PAGE>
(1) The Board of Directors of Comstock Bank consists of the same
individuals who constitute the Board of Directors of the Company,
serving identical terms as directors of each of Comstock Bank and the
Company. Except for Mr. Zideck, the individuals identified in the table
above have served as directors of the Company since its inception.
Except as may be otherwise noted herein, there are no family
relationships among any of the directors or executive officers. None of such
persons was selected or serves as director pursuant to any arrangement or
understanding with any other person. Directors are elected at each annual
meeting of the stockholders of the Company. Each officer serves at the
discretion of the Board of Directors.
Committees of the Board of Directors
The Board of Directors, which is responsible for the overall affairs of
the Company, conducts its business through meetings of the Board. The Company's
Board of Directors held eleven (11) regular and no special meetings in 1997. The
Company has no Board committees other than the Options Committee. The Board of
Directors of Comstock Bank held twelve (12) regular and no special meetings in
1997. Committees of the Board of Directors of Comstock Bank include, among
others, an Audit/Compliance Committee and a Personnel/Compensation Committee.
The entire Board of Directors of the Company acts as a nominating committee for
selecting nominees for election as directors.
CRA/Audit/Compliance Committee (Comstock Bank): This committee met five
times in 1997. The CRA/Audit/Compliance Committee consists solely of directors
who are not also executive officers of the Company or Comstock Bank. It
currently consists of four members: Messrs. Allison, Benna, Dyer and McMullen.
The Community Reinvestment Act ("CRA") function of the Committee is to consider
Comstock Bank's CRA efforts, performance and areas of improvement. The
CRA/Audit/Compliance Committee receives reports from Comstock Bank's CRA Officer
about Comstock Bank's CRA efforts and Comstock Bank's opportunities to offer
products and services that are responsive to the needs of Comstock Bank's
community. The audit function of the CRA/Audit/Compliance Committee is to review
the findings of the outside auditor and any internal control findings. The
compliance function of the CRA/Audit/Compliance Committee is to review the
findings of any regulatory examination involving compliance.
Personnel/Compensation Committee (Comstock Bank): This committee met
once in 1997. Its function is to review the compensation of Comstock Bank's
senior executives and all vice presidents. It is composed of three members:
Messrs. Matorian, Allison and Platz.
Options Committee (Comstock Bancorp): The Options Committee is the only
committee of the Board of Directors of the Company. It met twice in 1997. The
Option Committee's function is to administer the Company's stock option plans,
including but not limited to review of officer and employee performance for the
purpose of making awards of stock, options or other benefits under the 1992
Incentive Plan (adopted by Comstock Bank in 1992 and assumed by the Company in
connection with the 1997 holding company reorganization of Comstock Bank). The
Option Committee consists of five members: Messrs. Allison, Benna, Coombs,
McMullen and Zideck.
<PAGE>
In 1997, no director attended fewer than 75% of the aggregate number of
meetings of Comstock Bank's Board of Directors and committee(s) on which he
served. Likewise, in 1997 no director attended fewer than 75% of the aggregate
number of meetings of the Company's Board of Directors and committee on which he
served.
Remuneration of Directors
Directors are not separately compensated for their service as Company
directors in addition to compensation they receive for their service as Comstock
Bank directors. In 1997, directors received the sum of $650 for each regular
meeting of the Board of Directors of Comstock Bank attended. In addition, each
committee meeting attended entitled the non-employee director to compensation of
$100, except the Loan Committee, which set compensation of $250 for attending
non-employee directors. As discussed in "Voting and Proxies - Voting Securities
and Principal Holders Thereof," non-employee directors are also entitled to
benefits under the 1992 Non-Employee Directors' Stock Option Plan. Subject to
the terms and conditions of the 1992 Non-Employee Directors' Stock Option Plan,
at the meeting of the Board of Directors immediately following each Annual
Meeting of Stockholders each non-employee director is granted (i) the right to
acquire up to 5,500 shares of Common Stock, which right is exercisable at the
Board of Directors meeting immediately following each Annual Meeting of
Stockholders, (ii) an immediately exercisable, ten-year option to acquire 2,200
shares of Common Stock and (iii) a ten-year option to acquire a number of shares
of Common Stock equal to the number of shares, if any, acquired by the
non-employee director pursuant to exercise of the right described in clause (i)
immediately above. Consistent with the terms of the 1992 Non-Employee Directors'
Stock Option Plan, following the 1997 Annual Meeting of Stockholders each of the
six non-employee directors received automatically options to acquire 2,200
shares of Common Stock, exercisable for a ten-year period at the fair market
value of the Common Stock on such date ($6.125 per share). In addition, Messrs.
Allison, Benna, Coombs and Dyer exercised the right under the 1992 Non-Employee
Directors' Stock Option Plan to acquire shares of Common Stock at the fair
market value on such date, receiving for each share so acquired a companion
option to acquire a share of Common Stock, exercisable for the same period, at
the same price and on the same terms as the automatic grant of options to
acquire 2,200 shares. The number of shares acquired by these non-employee
directors (and the number of shares acquirable upon exercise of accompanying
options received as a result thereof) following the 1997 Annual Meeting of
Stockholders was as follows: Mr. Allison, 400 shares; Mr. Benna, 200 shares; Dr.
Coombs, 800 shares; and Mr. Dyer, 2,000 shares.
Comstock Bank has implemented a deferred compensation arrangement for
directors. Upon execution of a Deferred Fee Agreement, each director is eligible
to defer part or all of the fees to which he is entitled for service as
director. As of the date hereof, all directors other than Directors Barone,
Matorian, McMullen and Zideck have entered into Deferred Fee Agreements. Under
the Deferred Fee Agreements, deferred director fees are retained by Comstock
Bank, which makes a matching contribution of up to 25% of the first $12,000 in
compensation deferred by a director. Each director earns interest on deferred
fees and matching contributions at a rate established annually by the Board of
Directors, which rate may not exceed the prime lending rate of Comstock Bank
plus two percent(2%). Upon retirement, disability or death, deferred director
fees, matching contributions and interest thereon will be paid in cash to the
director or his or her beneficiary(ies) in equal monthly installments over a
thirteen-year period (or in a lump sum if the director has previously elected a
lump sum distribution). If a director's service is terminated in connection with
a change in control, however, the benefits payable under the Deferred Fee
Agreements would be payable in a lump sum within ninety days. In no event may
the benefit payable to beneficiaries of a director who dies in active service to
Comstock Bank exceed $75,000 annually. Under the Deferred Fee Agreements,
directors will have the status of general unsecured creditors of Comstock Bank
for the payment of benefits. Directors' rights under the agreements are not
transferable. A director terminated for cause would not be entitled to receipt
of matching contributions previously made or any interest earned thereon.
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS
VOTE "FOR" THE NOMINEES IDENTIFIED HEREIN
EXECUTIVE COMPENSATION
Since formation of the Company and completion of the holding company
reorganization of Comstock Bank in June 1997, the Company's executive officers
have received remuneration from the Company. The Company's two executive
officers no longer receive compensation from Comstock Bank, although the Company
does have an agreement with Comstock Bank whereby Comstock Bank reimburses the
Company for a portion of the executives' time spent on Comstock Bank matters. At
the present time, the Company does not intend to employ any persons other than
its present management. Should the Company acquire other businesses in the
future, the Company may have officers and employees who are not also officers
and employees of and who are not separately reimbursed by Comstock Bank. The
following tables show information with respect to the annual compensation for
services in all capacities to Comstock Bank (and the Company during the latter
half of 1997) for the fiscal years ended December 31, 1997, 1996, and 1995 for
the Chief Executive Officer and the President of Comstock Bank and the Company.
No other officer of Comstock Bank received compensation in excess of $100,000
during 1997.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
SUMMARY COMPENSATION TABLE
- -------------------------------------------------------------------------------------------------------------------------
Long-Term Compensation
- -------------------------------------------------------------------------------------------------------------------------
Annual Compensation Awards Payouts
- -------------------------------------------------------------------------------------------------------------------------
($) (#)
($) Restricted Securities ($) ($)
Name and ($) ($) Other Annual Stock Underlying LTIP All Other
Principal Position Year Salary (1) Bonus Compensation Awards Options Payouts Compensation
- ------------------- ---- ---------- ------- ------------ ---------- ---------- --------- ------------
Robert N. Barone 1997 186,000 125,526 -0- 0 0 0 34,175 (3)
Chairman, Chief 1996 174,000 96,308 -0- 0 0 0 14,749
Executive Officer 1995 162,000 34,660 25,000 (2) 0 0 0 14,246 (3)
and Treasurer
Larry A. Platz, 1997 186,000 95,526 -0- 0 0 0 44,059 (4)
President and 1996 174,000 116,308 -0- 0 0 0 14,749
Secretary 1995 162,000 99,660 -0- 0 0 0 14,246
</TABLE>
<PAGE>
(1) Includes amounts deferred at the election of the named executive officers
pursuant to the 401(k) Plan of Comstock Bank and pursuant to the Key Employee
Deferred Compensation Agreements. See, "Key Employee Deferred Compensation
Agreements" hereinafter.
(2) Consists of a $25,000 payment provided as compensation for giving up tax
benefits on options granted in 1992 and 1993. Mr. Barone elected to receive the
funds as a $50,000 payment in 1993 and a $25,000 payment in 1995.
(3) Includes (i) the dollar amount of contributions by Comstock Bank to vested
and unvested 401(k) Plan account(s) of Mr. Barone, (ii) the dollar amount of
matching contributions to the Key Employee Deferred Compensation Agreement
account of Mr. Barone, together with interest thereon calculated at the rate
provided for in the Key Employee Deferred Compensation Agreement, (iii) the
dollar value of the benefit realized or realizable by Mr. Barone by reason of
Comstock Bank's payment of the premiums on split-dollar life insurance and a
supplemental retirement insurance annuity and (iv) board fees. See, " -
Employment Agreements." The dollar value of such benefit is calculated on an
actuarial basis for the period between payment of the premium by Comstock Bank
and the anticipated date of repayment to Comstock Bank of premiums previously
paid for the split-dollar life insurance. Matching contributions to the 401(k)
Plan account(s) of Mr. Barone were $4,750 in 1997, $4,500 in 1996 and $4,500 in
1995. Matching contributions to the Key Employee Deferred Compensation Agreement
account of Mr. Barone totalled $2,000 in 1997, with interest of $191. The Key
Employee Deferred Compensation Agreements were adopted by Comstock Bank in
December 1996, but no matching contributions were made prior to 1997.
(4) Includes (i) the dollar amount of contributions by Comstock Bank to vested
and unvested 401(k) Plan account(s) of Mr. Platz, (ii) the dollar amount of
matching contributions to the Key Employee Deferred Compensation Agreement
account of Mr. Platz, together with interest thereon calculated at the rate
provided for in the Key Employee Deferred Compensation Agreement, (ii) the
dollar value of the benefit realized or realizable by Mr. Platz by reason of
Comstock Bank's payment of the premiums on split-dollar life insurance and (iii)
board fees (including deferred board fees, board fee matching contributions and
interest thereon). See, " - Employment Agreements." The dollar value of such
benefit is calculated on an actuarial basis for the period between payment of
the premium by Comstock Bank and the anticipated date of repayment to Comstock
Bank of premiums previously paid for the split-dollar life insurance. Matching
contributions to the 401(k) Plan account(s) of Mr. Platz were $4,750 in 1997,
$4,500 in 1996 and $4,500 in 1995. Matching contributions to the Key Employee
Deferred Compensation Agreement account and the (Director) Deferred Fee
Agreement account (see, "Remuneration of Directors") of Mr. Platz aggregated
$2,000 in 1997, with interest of $191. The Key Employee Deferred Compensation
Agreements and (Director) Deferred Fee Agreements were adopted by Comstock Bank
in December 1996, but no matching contributions were made prior to 1997.
In 1997, neither Mr. Barone nor Mr. Platz received any grants of stock
options or other awards under the Company's 1992 Incentive Plan or otherwise.
Likewise, in 1997 neither Mr. Barone nor Mr. Platz exercised any previously
granted stock options. The following table shows the number of shares of Common
Stock acquirable upon exercise of options by the individuals named in the
Summary Compensation Table above. The table also indicates the extent to which
such options were exercisable at December 31, 1997, as well as the approximate
value of such options based on the fair market value of the Common Stock at
December 31, 1997.
Securities Underlying Value of Unexercised In-The-
Unexercised Options at Fiscal Money Options at Fiscal Year
Year End (#) End ($) (1)
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Shares Acquired on
Name Exercise (#) Value Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ------------ --------------------- -------------------- ----------------- ---------------- ----------------- ---------------
Robert N. 0 0 271,700 0 $1,560,578 $0
Barone
- ------------ --------------------- -------------------- ----------------- ---------------- ----------------- ---------------
Larry A. 0 0 271,700 0 $1,560.578 $0
Platz
</TABLE>
(1) Value of unexercised options equals the fair market value of a share
acquirable upon exercise of an option at December 31, 1997, less the exercise
price, multiplied by the number of shares acquirable upon exercise of the
options. At December 31, 1997, the average of the bid and asked prices of the
Common Stock, which is traded on the Nasdaq SmallCap market, was $8.125. For
purposes of the preceding table, fair market value of the Common Stock is the
average of the per share bid and asked prices. In general, a stock option is
"in-the-money" when its fair market value exceeds the option exercise price.
Employment Agreements
Comstock Bank entered into substantially similar employment agreements
dated as of December 14, 1992 with each of Messrs. Robert Barone and Larry Platz
(the "Employment Agreements"). In connection with the holding company
reorganization of Comstock Bank, the Company succeeded to those contracts on
June 16, 1997. The initial term of the Employment Agreements is for a period of
five years, unless terminated for cause (as defined therein). The term of each
Employment Agreement is automatically extended for one additional year on each
anniversary date of the Employment Agreement, unless the Board of Directors
gives 30 days' prior written notice that the term will not be extended.
<PAGE>
The Employment Agreements provide for an annual base salary of $132,000
to each of Mr. Barone and Mr. Platz, plus an annual bonus of at least 6% of
after-tax profits, unless economic conditions or the financial condition of
Comstock Bank dictate that the bonus be suspended. The annual base salary is
subject to renegotiation every six months, but changes, if any, may result only
in an increase in the annual base salary. The Employment Agreements also provide
that Mr. Barone and Mr. Platz are entitled to participate in all benefit plans
and programs available to executives and salaried employees.
Each Employment Agreement provides that, following a change of control,
the Company may terminate the Employment Agreement. If the Employment Agreement
is terminated following a change in control, the Company would nevertheless
continue to be obligated for a period of four years from the date of termination
to pay Mr. Barone or Mr. Platz, as the case may be, his then current annual base
salary. Payments under the Employment Agreements, in the event of a change in
control of Comstock, may constitute an excess parachute payment under the
Internal Revenue Code, resulting in an imposition of an excise tax on the
recipient and denial of the deduction for such excess amounts to Comstock.
In December 1996, the Board of Directors agreed to a supplemental
retirement plan for each of Mr. Barone and Mr. Platz in order that their income
at retirement would equal 60% of their estimated salaries at retirement. At his
65th birthday, Mr. Platz will receive $44,700 per year for a 15-year period. At
his 65th birthday, Mr. Barone will receive $66,900 per year for a 15-year
period.
The Employment Agreements also provide for a split-dollar life
insurance arrangement. Accordingly, Comstock Bank pays the premiums for two
$2,300,000 split-dollar life insurance policies insuring the lives of Larry
Platz and Robert Barone (individually, a "Policy" and, together, the
"Policies"). One Policy is owned by Larry Platz and the other is owned by Robert
Barone. Annual premiums of approximately $163,000 for each Policy were paid by
Comstock Bank for a period of five years from October 1992, with nominal annual
premium payments for a period of two years thereafter. The total amount of
premiums that will have been paid by Comstock Bank for each Policy is expected
to be approximately $842,445.
Comstock Bank will be entitled to repayment of premium payments made on
each Policy (less any borrowings and less accrued interest thereon) no later
than (i) the death of Robert Barone or the death of Larry Platz, or (ii) the
seventeenth anniversary date of the Policies. Moreover, Comstock Bank will be
entitled to early repayment (i) if the split-dollar insurance agreement is
terminated by written notice from Mr. Barone or Mr. Platz, as the case may be,
or by mutual consent of the parties or (ii) if Mr. Barone or Mr. Platz, as the
case may be, terminates employment under certain specified circumstances. The
amount of any early repayment would not exceed the cash surrender value of the
relevant Policy at such time. The Policies have been assigned to Comstock Bank
as collateral security for repayment of the premiums paid by Comstock Bank.
Key Employee Deferred Compensation Agreements
Similar to the Deferred Fee Agreement described in "Remuneration of
Directors" above, in 1997 Comstock Bank entered into Key Employee Deferred
Compensation Agreements with Messrs. Barone and Platz. Pursuant to the Key
Employee Deferred Compensation Agreements, Messrs. Barone and Platz have elected
to defer part of their annual base salary. Comstock Bank makes a matching
contribution of up to 15% of the first $12,000 of compensation deferred.
Matching contributions made are subject to potential reduction or elimination in
certain events, as described hereinafter. The amount of salary deferred may be
modified annually with approval of the Board of Directors. Each of Messrs.
Barone and Platz earns interest on deferred compensation and matching
contributions at a rate established annually by the Board of Directors, which
rate may not exceed the prime lending rate of Comstock Bank plus two
percent(2%). The Key Employee Deferred Compensation Agreements with Messrs.
Barone and Platz and the obligations of Comstock Bank thereunder have been
assumed by the Company.
<PAGE>
Upon their retirement, disability or death, deferred compensation,
matching contributions and interest thereon will be paid in cash to Messrs.
Barone and Platz or their designated beneficiary(ies) in equal monthly
installments over a thirteen-year period (or in a lump sum to the extent that a
lump sum distribution has previously been elected). Upon termination of
employment in connection with a change in control, however, the benefits payable
under the Key Employee Deferred Compensation Agreements would be payable in a
lump sum within ninety days. In the event Mr. Barone or Mr. Platz terminates
employment with Comstock Bank prior to the year 2002, the matching contribution
previously made will be reduced by 20% for each calendar year less than five (in
the period from 1997 to 2002) that Mr. Barone or Mr. Platz (as the case may be)
remained employed with Comstock Bank. In no event may the benefit payable to
beneficiaries if Mr. Barone or Mr. Platz dies in active service to Comstock Bank
exceed $75,000 annually. In the event of his termination for cause (meaning
conviction of a felony, conviction of a gross misdemeanor involving moral
turpitude, or fraud or willful violation of any law resulting in an adverse
financial effect on Comstock), Mr. Barone or Mr. Platz (as the case may be)
would not be entitled to receipt of matching contributions previously made or
any interest earned thereon.
Under the Key Employee Deferred Compensation Agreement, Messrs. Barone
and Platz have the status of a general unsecured creditors of the Company for
the payment of benefits. Their rights under the agreements are not transferable.
Mr. Platz has entered into a similar deferred director fee arrangement
with respect to fees to which he is entitled in his capacity as director. See,
"Remuneration of Directors."
CERTAIN BUSINESS RELATIONSHIPS
During fiscal 1997, Comstock Bank paid to the law firm of Dyer,
Lawrence, Cooney & Penrose, a firm in which Mr. Dyer, a director of Comstock
Bank and the Company, is a partner, the sum of $30,547 for legal services
rendered. During fiscal 1997, Comstock Bank paid State Farm Insurance the sum of
$490 for insurance. Mr. Matorian, a director, is the State Farm agent through
whom the insurance was placed.
Some of the directors and officers, as well as firms and companies with
which they are associated, are and have been customers of Comstock Bank and as
such have had banking transactions with Comstock Bank in 1997. Loan transactions
with these persons were made in the ordinary course of business on substantially
the same terms, including interest rates and collateral, prevailing at the time
for comparable transactions with others, and did not present more than a normal
risk of collectability or other unfavorable features.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than 10% of a registered class of
the Company's equity securities, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Due to administrative
oversight, Director Zideck failed to file a Form 3 reporting his appointment as
a director.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed Kafoury, Armstrong & Co. as
independent public auditors for the fiscal year ending December 31, 1998. It is
expected that one or more representatives of Kafoury, Armstrong & Co. will be
present at the meeting to respond to appropriate questions and, if desired, to
make a statement to stockholders.
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS
VOTE "FOR" RATIFICATION OF KAFOURY, ARMSTRONG & CO. AS INDEPENDENT AUDITORS
STOCKHOLDER PROPOSALS FOR THE 1999 ANNUAL MEETING
The Company plans to hold its 1999 Annual Meeting of Stockholders in
April of 1999. In order for a stockholder proposal to be included in next year's
proxy statement, it must be received by the Secretary at the Company office at
6275 Neil Road, Reno, Nevada 89511 (mailing address P. O. Box 7610, Reno, NV
80510-7610) by November 29, 1998.
OTHER BUSINESS
The Board of Directors of the Company knows of no other business that
may be presented for consideration at the Annual Meeting. However, if any other
matters come before such meeting, the persons named in the enclosed proxy may
vote in their discretion on such matters.
<PAGE>
FINANCIAL STATEMENTS
A copy of the Annual Report containing financial statements at December
31, 1997 and 1996 and for each of the three years in the period ended December
31, 1997, along with the opinion of Kafoury, Armstrong & Co., accompanies this
Proxy Statement. An additional copy of the Annual Report will be furnished
without charge to stockholders upon request.
The Company has filed an annual report on Form 10-KSB for the year
ended December 31, 1997 with the Securities and Exchange Commission.
Stockholders may obtain, free of charge, a copy of such annual report (excluding
exhibits) by writing to Robert N. Barone, Comstock Bancorp, P. O. Box 7610,
Reno, NV 89510-7610. The Company's annual report on Form 10-KSB for the year
ended December 31, 1997 is also available on the world wide web at
www.comstockbank.com.
TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING, PLEASE SIGN,
DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE POSTAGE PAID
ENVELOPE PROVIDED.
Reno, Nevada
March 23, 1998
<PAGE>
COMSTOCK BANCORP
ANNUAL MEETING OF STOCKHOLDERS
April 29, 1998
The undersigned hereby appoints the official proxy committee consisting
of Messrs. Robert N. Barone and Larry A. Platz, with full power of substitution,
to act as attorneys and proxies for the undersigned, to vote all shares of
Common Stock, par value $.01 per share, of Comstock Bancorp that the undersigned
is entitled to vote at the Annual Meeting of Stockholders, to be held at the
Administrative Headquarters of Comstock Bank, Second Floor Conference Center,
6275 Neil Road, Reno, Nevada on April 29, 1998, at 4:00 p.m., Pacific Time
(including any adjournments or postponements thereof, the "Meeting") as follows:
- --------------------------------------------------------------------------------
FOR WITHHOLD
- --------------------------------------------------------------------------------
1. A proposal to elect the nominees named herein to [ ] [ ]
serve as directors until the 1999 Annual Meeting
of Stockholders, or until their successors are
elected and qualified.
- --------------------------------------------------------------------------------
NOMINEES: Edward E. Allison John A. Coombs Samuel P. McMullen
Robert N. Barone Michael W. Dyer Larry A. Platz
Stephen C. Benna Mervyn J. Matorian Ronald R. Zideck
- ------------------ ------------------------------------ ------------------------
To withhold authority to vote for any individual nominee, print that
nominee's name on the following line:
- --------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
- --------------------------------------------------------------------------------
2. A proposal to ratify the appointment by the Board [ ] [ ] [ ]
of Directors of the firm of Kafoury, Armstrong &
Co. to serve as Comstock Bancorp's independent
auditors for the fiscal year ending December 31, 1998.
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote "FOR" election of the named nominees
and "FOR" Proposal 2.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED THIS
PROXY WILL BE VOTED "FOR" THE IDENTIFIED NOMINEES AND "FOR" THE PROPOSITION
STATED. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE
VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME,
THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE
MEETING.
(Continued, and to be signed, on the reverse side)
<PAGE>
(Continued from reverse side)
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting or
at any adjournment thereof and after notification to the Secretary of Comstock
Bancorp at the Meeting of the stockholder's decision to terminate this proxy,
then the power of said attorneys and proxies shall be deemed terminated and of
no further force and effect.
The undersigned acknowledges receipt from Comstock Bancorp prior to the
execution of this proxy of the Notice of the Annual Meeting of Stockholders, a
Proxy Statement dated March 23, 1998 and Comstock Bancorp's Annual Report for
the year ended December 31, 1997, including financial statements and an
independent auditor's opinion thereon.
Dated: __________________, 1998
------------------------
SIGNATURE OF STOCKHOLDER
------------------------
SIGNATURE OF STOCKHOLDER
Please sign exactly as
your name appears on the
label attached to this
proxy. If no label is
attached, please print
your name below your
signature. When signing
as attorney, executor,
administrator, trustee
or guardian, please give
your full title. If a
corporation, please sign
in full corporate name
by the president or
other authorized
officer. If a
partnership, please sign
in partnership name by
authorized person. For
joint accounts, only one
signature is required.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
<PAGE>
