<PAGE>
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 Section 240.14a-11(c) or
Section 240.14a-12
TEHAMA 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.:
-----------------------
<PAGE>
(3) Filing Party:
-------------------------------------------------------
(4) Date Filed:
--------------------------------------------------------
2
<PAGE>
Mailed to shareholders
on or about March 27, 1998
TEHAMA BANCORP
239 SOUTH MAIN STREET
RED BLUFF, CALIFORNIA 96080
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD TUESDAY, APRIL 28, 1998
7:30 P.M.
TO THE SHAREHOLDERS OF TEHAMA BANCORP:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Tehama
Bancorp (the "Company") will be held at the Red Bluff Community & Senior
Center, 1500 S. Jackson Street, Red Bluff, California on Tuesday, April 28,
1998, at 7:30 P.M. for the following purposes:
1. To elect directors;
2. To transact such other business as may properly come before the
Annual Meeting and any adjournment or adjournments thereof.
Section 16 of the Bylaws of the Company provides for the nomination of
directors in the following manner:
Nomination for election of members of the Board of Directors may be made
by the Board of Directors or by any stockholder of any outstanding class of
capital stock of the corporation entitled to vote for the election of
directors. Notice of intention to make any nominations shall be made in
writing and shall be delivered or mailed to the President of the corporation
not less than 21 days nor more than 60 days prior to any meeting of
stockholders called for the election of directors; provided however, that if
less than 21 days notice of the meeting is given to shareholders, such notice
of intention to nominate shall be mailed or delivered to the President of the
corporation not later than the close of business on the tenth day following
the day on which the notice of meeting was mailed; provided further, that if
notice of such meeting is sent by third-class mail as permitted by Section 6
of these Bylaws, no notice of intention to make nominations shall be
required. Such notification shall contain the following information to the
extent known to the notifying shareholder: (a) the name and address of each
proposed nominee; (b) the principal occupation of each proposed nominee; (c)
the number of shares of capital stock of the corporation owned by each
proposed nominee; (d) the name and residence address of the notifying
shareholder; and (e) the number of shares of capital stock of the corporation
owned by the notifying shareholder. Nominations not made in accordance
herewith may, in the discretion of the Chairman of the meeting, be
disregarded and upon the Chairman's instructions, the inspectors of election
can disregard all votes cast for each such nominee.
Only those shareholders of record at the close of business on March 6,
1998, will be entitled to notice of and to vote at the Annual Meeting.
You are cordially invited to attend the Annual Meeting.
DATED: Red Bluff, California By Order of the Board of Directors
March 27, 1998
/s/ Raymond C. Lieberenz
Raymond C. Lieberenz
Secretary
WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE SIGN AND RETURN THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POST-PAID ENVELOPE.
<PAGE>
TEHAMA BANCORP
239 SOUTH MAIN STREET
RED BLUFF, CALIFORNIA 96080
TELEPHONE (530) 528-3000
PROXY STATEMENT
INFORMATION CONCERNING THE SOLICITATION
This Proxy Statement is being furnished to the shareholders of Tehama
Bancorp, a California corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors for use at the Annual
Meeting of Shareholders to be held at Red Bluff Community & Senior Center,
1500 S. Jackson Street, Red Bluff, California, at 7:30 P.M. on Tuesday, April
28, 1998. Only shareholders of record on March 6, 1998 (the "Record Date"),
will be entitled to notice of and to vote at the meeting. At the close of
business on that date, the Company had outstanding and entitled to be voted
1,642,939 shares of its no par value Common Stock (the "Common Stock").
Shareholders of Common Stock are entitled to one vote for each share
held, except that for the election of directors each shareholder has
cumulative voting rights and is entitled to as many votes as shall equal the
number of shares held by such shareholder multiplied by the number of
directors to be elected. Each shareholder may cast all of his or her votes
for a single candidate or distribute such votes among any or all of the
candidates as he or she chooses. However, no shareholder shall be entitled to
cumulate votes (in other words, cast for any candidate a number of votes
greater than the number of shares of stock held by such shareholder) unless
such candidate's name has been placed in nomination prior to the voting and
the shareholder has given notice at the meeting prior to the voting of the
shareholder's intention to cumulate votes. If any shareholder has given such
notice, all shareholders may cumulate their votes for candidates in
nomination. Prior to voting, an opportunity will be given for shareholders
or their proxies at the meeting to announce their intention to cumulate their
votes. The proxy holders are given, under the terms of the proxy,
discretionary authority to cumulate votes on shares for which they hold a
proxy.
Any person giving a proxy in the form accompanying this Proxy Statement
has the power to revoke that proxy prior to its exercise. The proxy may be
revoked prior to the meeting by delivering to the Secretary of the Company
either a written instrument revoking the proxy or a duly executed proxy
bearing a later date. The proxy may also be revoked by the shareholder by
attending and voting at the meeting. The proxy will be voted as directed by
the shareholder giving the proxy and if no directions are given on the proxy,
the proxy will be voted "FOR" the nominees of the Board of Directors as
described in this Proxy Statement and, at the proxy holders' discretion, on
such other matters, if any, which may come before the meeting (including any
proposal to adjourn the meeting).
The Company will bear the entire cost of preparing, assembling, printing
and mailing proxy materials furnished by the Board of Directors to
shareholders. Copies of proxy materials will be furnished to brokerage
houses, fiduciaries and custodians to be forwarded to the beneficial owners
of the Common Stock. In addition to the solicitation of proxies by use of
the mail, some of the officers, directors and regular employees of the
Company may (without additional compensation) solicit proxies by telephone or
personal interview, the costs of which will be borne by the Company.
PRINCIPAL SHAREHOLDERS
As of the Record Date, no person known to the Company owned beneficially
or of record more than five percent (5%) of the outstanding shares of its
Common Stock.
PROPOSAL NO. 1
ELECTION OF DIRECTORS OF THE COMPANY
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<PAGE>
The Bylaws of the Company provide a procedure for nomination for
election of members of the Board of Directors, which procedure is printed in
full in the Notice of Annual Meeting of Shareholders accompanying this Proxy
Statement. Nominations not made in accordance therewith may be disregarded by
the Chairman of the Meeting, and upon his instructions the inspectors of
election shall disregard all votes cast for such nominee(s).
The authorized number of directors fixed in accordance with Section 16
of the Bylaws of the Company and to be elected at the Annual Meeting is
thirteen (13). Each director will hold office until the next Annual Meeting
of Shareholders and until his or her successor is elected and qualified.
All proxies will be voted for the election of the following thirteen
(13) nominees (all of whom are incumbent directors), recommended by the Board
of Directors, unless authority to vote for the election of any directors is
withheld by the shareholder on the proxy. If any nominee should unexpectedly
decline or be unable to act as a director, the proxies may be voted for a
substitute nominee to be designated by the Board of Directors. The Board of
Directors has no reason to believe that any nominee will become unavailable
and has no present intention to nominate persons in addition to or in lieu of
those named below.
The following table sets forth information with respect to beneficial
ownership of the Common Stock of the Company by those persons nominated by
the Board of Directors for election as directors, as well as all directors
and principal officers as a group. There is no family relationship between
any of the directors and/or principal officers. The Company has only one
class of shares outstanding, Common Stock.
3
<PAGE>
<TABLE>
<CAPTION>
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- ----------------------------------------------------------------------------------------------------------------------------------
NOMINEE AGE POSITIONS HELD WITH SHARES BENEFICIALLY OWNED
THE COMPANY DIRECTOR AS OF MARCH , 1998 (1)
OF COMPANY
OR BANK % OF
SINCE SOLE (2) SHARED (3) CLASS
<S> <C> <C> <C> <C> <C> <C>
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Henry Clay Arnest III 56 Director 1984 6,212 17,836 1.46
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Louis J. Bosetti 66 Director 1984 10,286 15,482 1.57
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Harry Dudley 67 Director 1989 7,747 32,444 2.45
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William P. Ellison 49 President, Chief Executive 1995 21,013 - 1.28
Officer
and Director
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Garry D. Fish 53 Director 1984 20,204 - 1.23
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Max Muller Froome 47 Director 1984 3,938 5,876 0.60
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Orville K. Jacobs 67 Director 1984 32,259 1,100 2.03
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Gary C. Katz 48 Director 1984 33,193 11,690 2.73
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John W. Koeberer 53 Chairman of the Board of 1984 28,461 - 1.73
Directors and Director
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Raymond C. Lieberenz 54 Secretary and Director 1984 - 12,184 0.74
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Gary L. Napier 57 Vice Chairman of the Board 1984 27,449 - 1.67
of Directors
and Director
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Eugene F. Penne 70 Director 1984 8,712 15,902 1.50
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Terrance A. Rust 57 Director 1984 52,003 7,181 3.60
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All directors and principal
officers (15 persons) as a
group 263,641 23.37
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- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The calculations below are based on the total number of shares
outstanding, including 5,537 shares (254 of which became vested during 1997)
held for the benefit of the principal officers pursuant to the Company's
Employee Stock Ownership Plan and related trust agreement (see "Employee Stock
Ownership Plan" herein), and includes certain stock options as indicated in
footnote (2).
(2) The named persons exercise sole voting and investment power with respect
to shares listed in this column. Includes 80,848 shares as to which options
granted to directors and principal officers pursuant to the Company's 1994
Stock Option Plan (see "Stock Option Plan" herein) are vested within 60 days
of the Record Date.
(3) The named persons share voting and investment power with respect to shares
listed in this column.
The following is a brief account of the business experience of each
nominee.
HENRY CLAY ARNEST III is sales manager for Northwestern Carbon Company,
and was previously a group home proprietor and owner of Arnest & Sons Country
Store in Red Bluff.
4
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LOUIS J. BOSETTI was the Superintendent of Schools for Tehama County
from 1971 until retirement in 1991, and is currently self-employed as an
educational consultant.
HARRY DUDLEY is president of Dudley's Underground Construction Company.
WILLIAM P. ELLISON became President and Chief Executive Officer of the
Bank January 1, 1996, and from 1991 until that time served the Bank as Vice
President and later Senior Vice President (Operations). Prior to joining the
staff of Tehama Bank, Mr. Ellison was employed by Bank of America for 21
years.
DR. GARRY D. FISH has been engaged in the practice of optometry in Red
Bluff since 1972.
MAX MULLER FROOME was self-employed as a landscape contractor from 1978
through 1992, and is currently self-employed as a broker of antiques and
jewelry salesman.
ORVILLE K. JACOBS is retired and was a developer of real estate in
Tehama County for 14 years, during which time he was involved with commercial
real estate ventures in Red Bluff and surrounding communities.
GARY C. KATZ is the president and majority owner of Phoenix
Broadcasting, Inc., which owns and operates the North State Radio Network,
operator of radio stations in northern California.
JOHN W. KOEBERER, Chairman of the Board, has been involved in resort and
park management in Tehama County since 1969. He is President and owner of The
California Parks Company, which operates park concessions in Lassen Volcanic
National Park, Burney Falls State Park and numerous facilities in the San
Francisco Bay area. He is a member of the California Tourism Commission and a
member of the Fibreboard Corporation and California Chamber of Commerce
boards of directors. He is also Chairman of the California Parks Hospitality
Association and Lassen National Park Foundation.
RAYMOND C. LIEBERENZ, Secretary of the Board, was associate real estate
appraiser for the Tehama County Assessor from 1977 to 1987, and currently is
a licensed real estate broker and co-owner of Mountain Valley Real Estate, a
franchise operation of Prudential California Realty.
GARY L. NAPIER, Vice Chairman of the Board, has been a principal of
Buffum and Napier Insurance Brokers since 1965, and the sole owner for the
last 15 years. He is also the developer of several properties in Red Bluff
and surrounding areas, and president of Torja Corporation, a private
investment company.
EUGENE F. PENNE is the proprietor of bowling recreation centers in Red
Bluff (Lariat Bowl) and Chico (Orchard Lanes).
TERRANCE A. RUST is a dentist engaged in the specialty practice of oral
and maxillofacial surgery, and has maintained offices in Redding and Red
Bluff since 1970.
COMMITTEES OF THE BOARD OF DIRECTORS
The Company has an Audit Committee and an Executive Committee which also
acts as the Investment and Compensation Committee. The Audit Committee
examines and reviews both internal audit controls and regulatory audit
reports, and meets with the Company's auditors concerning audit procedures
and controls. The members of the Audit Committee are Messrs. Bosetti
(chairman), Arnest, Koeberer, Katz and Penne. The Executive Committee
oversees the routine operations of the Company by delegation from the Board
of Directors, advises and reports to the full Board regarding such matters,
investigates and advises the Board of Directors as to employee benefit
arrangements, conducts searches when the Company proposes to hire executive
personnel, reports to the Board of
5
<PAGE>
Directors with regard to executive compensation, including bonus
compensation, and and monitors the Company's investments. The members of the
Executive Committee are Messrs. Koeberer (chairman), Bossetti, Ellison, Fish,
Katz and Napier.
The Company does not have a nominating committee, but the Executive
Committee functions as the Company's nominating committee. Shareholders may
nominate directors in accordance with the procedures set forth in Section 16
of the Company's Bylaws, which is printed in full in the Notice of Annual
Meeting of Shareholders which accompanies this Proxy Statement.
The Board of Directors met a total of twelve (12) times during 1997.
During this same period, the Audit Committee met six (6) times and the
Executive Committee met eight (8) times. All incumbent directors of the
Company attended at least seventy-five percent (75%) of the meetings of the
Board of Directors and the Committees of which they were members.
COMPENSATION AND CERTAIN TRANSACTIONS
SUMMARY COMPENSATION TABLE
The following table provides information concerning compensation of all
executive officers of the Company who received, during any of the periods
indicated, annual salary and bonus exceeding $100,000. All compensation was
paid by the Bank for services to the Bank
<TABLE>
<CAPTION>
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- ----------------------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION
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NAME YEAR SALARY BONUS (1) OTHER ANNUAL ALL OTHER
COMPENSATION(2) COMPENSATION (3)
<S> <C> <C> <C> <C> <C>
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William P. Ellison 1997 $126,600 $51,500 $1,770 $27,575
1996 $109,500 44,000 4,272 24,315
1995 77,454 29,000 967 20,642
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W. Steven Gilman 1997 $80,500 $20,000 $1,191 $4,325
1996 74,583 19,000 641 -
1995 44,209 - 314 -
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Frank S. Onions 1997 $77,750 $15,000 $1,781 $51,255
1996 74,365 35,289 1,177 47,799
1995 70,674 35,300 1,171 42,908
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</TABLE>
1) Bonuses are indicated for the years upon which they are based, and are
payable March of the succeeding year.
(2) Includes payment of insurance premiums, matching contributions to the
Employee Stock Ownership Plan and, in the case of Mr. Gilman, use of an
automobile.
(3) Includes amounts accrued pursuant to Salary Continuation Agreements.
STOCK OPTION PLAN
The Tehama Bancorp 1994 Stock Option Plan (the "1994 Plan") was approved
by the shareholders of the Bank at the 1994 Annual Meeting of Shareholders.
The Board adopted the 1994 Plan in order to attract and retain the best
available personnel for positions of substantial responsibility and to
provide additional incentive to present and future affiliates of the Company,
including officers, employees and directors. Options granted under the 1994
Plan
6
<PAGE>
may only be granted to key, full-time salaried employees, key, full-time
salaried officers, and directors of the Company or any subsidiary. As of the
date of this Proxy Statement there are approximately 73 officers or employees
of the Company eligible to receive option grants. The aggregate number of
shares available for issuance pursuant to the exercise of options granted
under the Plan may not exceed 389,000 shares of the Company's common stock.
However, such number of shares as well as the number of shares and the
exercise price of outstanding options are required to be proportionately
adjusted for any increase or decrease in the number of outstanding shares of
common stock resulting from any recapitalization, merger in which the Company
is not the surviving entity, stock dividend, or the like. The 1994 Plan and
outstanding options may be terminated in the event of a sale or dissolution
or change in control of the Company, provided that (unless replacement
options are offered) all outstanding options may be exercised prior to the
effectiveness of such transactions without regard to individual vesting
provisions. Acceleration of vesting is also required in the event of tender
offers. The Plan is administered by a Stock Option Committee currently
composed of all members of the Board of Directors except Chief Executive
Officer William P. Ellison
The terms of options granted to officers and employees of the Company
are within the discretion of the Committee, subject to the limitations that
no option may have a term exceeding ten years, all options must be granted at
not less than the fair market value of the common stock as of the date of
grant, and the number of shares subject to options granted under the Plan or
any other plan of the Company held by any single optionee may not exceed 10%
of the total outstanding shares of the Company's common stock. The 1994 Plan
also provides that each current and future director of the Company shall
receive a one-time grant of an option to acquire 9,900 shares of common stock
at a price equal to 100 % of the fair market value of the common stock as of
the date of the grant. No director may receive more than one such grant under
the 1994 Plan. Each such director option expires five years from the date of
grant, vests immediately as to 20 % of the total number of shares subject to
the grant, and vests to the extent of an additional 20% of such number of
shares on each of the first through the fourth anniversaries of the date of
grant.
The exercise price of options under the 1994 Plan may be paid in cash or
in shares of common stock valued at fair market value on the exercise date.
Options may also be exercised (1) through a same-day sale program, pursuant
to which a designated brokerage firm is to effect an immediate sale of the
shares purchased under the option and pay over to the Company, out of the
sales proceeds available on the settlement date, sufficient funds to cover
the exercise price for the purchased shares plus applicable withholding
taxes, (2) by delivering to the Company a sufficient number of previously
acquired shares of common stock to pay the exercise price and any required
withholding, and (3) with the consent of the Stock Option Committee, by
having the Company withhold from the number of shares exercised a sufficient
number of shares to satisfy such exercise price and tax withholding.
Options under the 1994 Plan are not assignable or transferable other
than by will or by the laws of inheritance, and during the optionee's
lifetime, the option may be exercised only by the optionee. If an optionee
officer or director ceases to be employed by the Company or any of its
subsidiaries for any reason other than cause (as defined), disability or
death, the optionee may, within three months after the date of termination of
employment, exercise the option to the extent the optionee was entitled to
exercise it at the date of such termination; provided that the date of
exercise is in no event after the expiration of the term of the option. If
an employee's employment is terminated for cause, the option terminates on
the date of termination. In the event an optionee's employment is terminated
due to the optionee's disability or death, the optionee or the optionee's
estate, as applicable, within twelve months following the date of termination
of employment, may exercise the option to the extent the option was
exercisable at the date of such termination of employment, provided that the
date of exercise is in no event after the expiration of the term of the
option.
OPTION GRANTS, EXERCISES AND YEAR-END VALUES FOR 1997
The following table sets forth, with respect to the executive officers
named in the Summary Compensation Table, information concerning options
granted or exercised during 1997 and the estimated 1997 year-end value of
unexercised options held by such executive officers. Numbers and prices have
been adjusted for the 1994 stock split and previous applicable stock
dividends. No options were granted to any named executive officers during
1995.
7
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<TABLE>
<CAPTION>
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- ----------------------------------------------------------------------------------------------------------------------------------
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS
SHARES OPTIONS AT FY-END (2)
ACQUIRED AT FY-END
OPTIONS ON VALUE (EXERCISABLE/ (EXERCISABLE/
NAME GRANTED EXERCISE REALIZED (1) UNEXERCISABLE) UNEXERCISABLE)
---- ------- -------- -------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------------
William P. Ellison 5,000 -0- -0- 16,752 / 9,764 $63,072 / $29,480
- ----------------------------------------------------------------------------------------------------------------------------------
W. Steven Gilman 2,500 -0- -0- 4,300 / 3,700 $8,775 / $7,725
- ----------------------------------------------------------------------------------------------------------------------------------
Frank S. Onions -0- 8,712 $41,940 -0- / 2,178 -0- / $11,574
- ----------------------------------------------------------------------------------------------------------------------------------
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</TABLE>
(1) Market value of underlying securities on the date(s) of exercise, minus the
exercise or base price.
(2) Market value of underlying securities at year-end 1997, minus the exercise
or base price.
SALARY CONTINUATION AGREEMENTS
In order to provide long-term incentive to selected senior executive
officers, the Bank on June 17, 1993 entered into Executive Salary
Continuation Agreements (each an "SCA") with two former and two current
senior executive officers of the Company, including Chief Executive Officer
William P. Ellison, and Senior Vice President Frank S. Onions. In September
1997 the Bank entered into a similar SCA with W. Steven Gilman, Senior Vice
President and Chief Operating Officer. Effective January 1, 1998, the Company
and the Bank also entered into a similar SCA with the Bank's Vice
President-SBA Loan Officer, Daryl Sutterfield, and an agreement amending the
SCA with William P. Ellison. Benefits payable under the SCAs are intended by
the Company to be funded by single-premium life insurance policies which were
purchased in connection with entering into the SCAs and of which the Company
is the owner and beneficiary. The total amount of such premiums paid by the
Bank was $2,040,000. Notwithstanding the existence of such policies of
insurance, however, the SCAs create no rights or interests in the property or
assets of the Company, the sole obligation of the Company under the SCAs is
an unfunded and unsecured promise to pay money in the future, and the status
of any person who may assert a claim pursuant to an SCA is that of an
unsecured general creditor of the Company.
Generally, each SCA provides the named executive officer with a
specified annual money benefit (the "Annual Benefit") payable to the
executive or to his named beneficiary or surviving spouse or estate, in that
order, for a period of fifteen years following the executive's retirement
upon or after a specified retirement age. If the executive should die or
become disabled prior to such specified retirement age, a percentage of the
Annual Benefit (on a sliding upward scale depending upon the number of years
which elapse between execution of the SCA and the executive's early death or
disability) would be payable.
No Annual Benefit is payable if the executive's employment is terminated
for cause or the executive voluntarily terminates his employment with the
Company prior to his specified retirement age, but the full Annual Benefit is
payable if the executive's employment with the Company is terminated by the
Company without cause or in connection with a change in control of the
Company. The amount of the Annual Benefit also is subject to reduction if in
any year it exceeds the compensation expense which (with respect to the
payment of such Annual Benefit) the Company may deduct under the Internal
Revenue Code of 1986, as amended (the "Code"), or if any portion of the
Annual Benefit not waived by the executive constitutes an "excess parachute"
payment under the Code.
Subject to such contingencies, the following table sets forth
information regarding benefits payable under the five SCAs which are
currently in effect between the Company and its present or former executive
officers:
8
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<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
YEARS YEAR
REQUIRED ANNUAL RETIREMENT
ANNUAL FOR FULL BENEFIT AGE
NAME BENEFIT BENEFIT COMMENCES
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------
Daniel B. Cargile $25,000 5 1998 57
- -----------------------------------------------------------------------------------------------------
W. Steven Gilman $50,000 10 2016 62
- -----------------------------------------------------------------------------------------------------
Frank S. Onions $25,000 5 1998 65
- -----------------------------------------------------------------------------------------------------
William P. Ellison $75,000 10 2011 62
- -----------------------------------------------------------------------------------------------------
Daryl Sutterfield $50,000 10 2007 62
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
</TABLE>
DIRECTOR COMPENSATION
Directors of the Company are also directors of the Bank and were paid by
the Bank $750 per meeting of its Board of Directors attended during 1997. In
addition, members of each committee were paid $50 for each committee meeting
attended, Mr. Koeberer, as Chairman, was paid an additional $450 per month,
and committee chairman were paid an additional $50 per meeting. The total
amount of such fees paid by the Bank to all directors for all meetings
attended during fiscal year 1997 was $164,150 including $8,800 paid by BFS
to directors of the Bank who served on the board of directors of BFS.
During 1997, director options for 6,200 shares of Company common stock
having a net value (market price less exercise price on the date of exercise)
of $31,598 were exercised.
DIRECTOR EMERITUS PROGRAM
The Bylaws of the Company and the Bank prohibit (with certain exceptions
in the case of current directors) the election as a director of any persons
70 years of age or older,. The Company in tandem with this policy has
instituted a Director Emeritus Program whose purpose is to permit the Company
and the Bank to continue to utilize and benefit from the experience and
community position of retired and former directors The Program permits the
board of directors to retain for a period of up to five years the services of
any former director of the Bank or any director who retires because of age
after at least ten years of service as a director. Directors Emeritus may be
compensated annually in an amount which may not exceed ten times the monthly
fee paid to current members of the board of directors. Directors Emeritus in
return are required to represent and promote the Company and the Bank, call
on customers and prospective customers of the Bank on a monthly basis, meet
at least twice a year with the President and Chairman of the Board, consult
upon request in the director's field of expertise, business or profession,
and comply with all policies of the Company and the Bank. Directors Emeritus
do not participate in establishing or administering Bank or Company policy
and are not entitled to request or obtain confidential information of the
Bank or the Company. As of the date of this Proxy Statement, no persons are
currently enrolled as Directors Emeritus.
INDEBTEDNESS OF MANAGEMENT
The Company has had and expects to have in the future, banking
transactions in the ordinary course of its business with directors, principal
officers, their respective associates and members of their immediate
families. All loans and commitments to lend extended to such persons during
1997 by the Bank were made in accordance
9
<PAGE>
with Bank policy on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions
with other persons and, in the opinion of the Company and the Bank, did not
involve more than the normal risk of collectibility or present other
unfavorable features.
TRANSACTIONS WITH MANAGEMENT
During 1997, the Bank placed radio advertising in the amount of $7,177
with agencies employed by stations owned and operated by director Gary Katz,
and paid brokerage commissions in the total amount of $9,883 to director
Gary Napier for insurance purchased through his agency. No other business
transactions of any kind existed or were entered into between the Company and
its directors and their affiliates.
INDEPENDENT PUBLIC ACCOUNTANTS
The accounting firm of Perry-Smith&Co. ("Perry-Smith"), certified public
accountants, serves the Company as its auditors at the direction of the board
of directors and Audit Committee of the Company. It is anticipated that a
representative of Perry-Smith will be present at the meeting with the
opportunity to make a statement if he desires to do so and will be available
to answer appropriate questions.
During 1997, the Company paid Perry-Smith $20,165 in fees for non-audit
services, including tax advice and preparation. This amount represented
approximately 27% of the total fees paid to Perry-Smith during the period.
Before each professional service provided by Perry-Smith was rendered to the
Company, such service was approved by, and its effect upon Perry-Smith's
independence was considered by, the Audit Committee.
ANNUAL REPORT
The Annual Report to Shareholders of the Company containing audited
financial statements for the fiscal year ended December 31, 1997, accompanies
this Proxy Statement.
A COPY OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K MAY BE OBTAINED BY ANY SHAREHOLDER OF THE BANK,
WITHOUT CHARGE, BY WRITING TO THE SECRETARY, TEHAMA BANCORP, 239 SOUTH MAIN
STREET, RED BLUFF, CALIFORNIA 96080.
SHAREHOLDERS' PROPOSALS
Next year's Annual Meeting of Shareholders will be held on April 27,
1999. The deadline for shareholders to submit proposals for inclusion in the
Proxy Statement and form of Proxy for the 1999 Annual Meeting of Shareholders
is December 28, 1998. All proposals should be submitted by Certified Mail,
Return Receipt Requested, to the Secretary, Tehama Bancorp, 239 South Main
Street, Red Bluff, California 96080.
OTHER MATTERS
The Board of Directors knows of no other matters which will be brought
before the meeting but if such matters are properly presented to the meeting,
proxies solicited hereby will be voted in accordance with the judgment of the
persons holding such proxies. All shares represented by duly executed proxies
will be voted at the meeting in accordance with the terms of such proxies.
Red Bluff, California
March 27, 1998
TEHAMA BANCORP
10
<PAGE>
/s/ William M. Jenkins
Vice President and Chief Financial Officer
11
<PAGE>
PROXY
TEHAMA BANCORP
Solicited by the Board of Directors
for the Annual Meeting of Shareholders,
April 28, 1998
The undersigned holder of Common Stock acknowledges receipt of a copy of
the Notice of Annual Meeting of Shareholders of Tehama Bancorp and the
accompanying Proxy Statement dated March 27, 1998, and revoking any Proxy
heretofore given, hereby constitutes and appoints Harry Dudley and Louis J.
Bossetti and each of them, with full power of substitution, as attorneys and
proxies to appear and vote all of the shares of Common Stock of Tehama
Bancorp, a California corporation, standing in the name of the undersigned
which the undersigned could vote if personally present and acting at the
Annual Meeting of Shareholders of Tehama Bancorp, to be held at the Red Bluff
Community & Senior Center, 1500 S. Jackson Street, Red Bluff, California on
Tuesday, April 28, 1998, at 7:30 p.m. or at any adjournments thereof, upon
the following items as set forth in the Notice of Meeting and Proxy Statement
and to vote according to their discretion on all matters which may be
properly presented for action at the meeting or any adjournments thereof. The
above-named proxy holders are hereby granted discretionary authority to
cumulate votes represented by the shares covered by this Proxy in the
election of directors.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" THE FOLLOWING
ITEMS:
1. To elect as Directors the nominees set forth below.
/ / FOR all nominees listed below (except as marked to the contrary
below).
/ / WITHHOLD AUTHORITY to vote for all nominees listed below.
INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the list below:
Henry Clay Arnest III Gary C. Katz
Louis J. Bosetti John W. Koeberer
Harry Dudley Raymond C. Lieberenz
William P. Ellison Gary L. Napier
Garry D. Fish Eugene F. Penne
Max M. Froome Terrance A. Rust
Orville K. Jacobs
2. In their discretion, to transact such other business as may properly
come before the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS
NOMINATED BY THE BOARD OF DIRECTORS. THE PROXY, WHEN PROPERLY EXECUTED, WILL BE
VOTED AS DIRECTED. IF NO DIRECTION IS MADE, IT WILL BE VOTED "FOR" THE ELECTION
OF DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS.
<PAGE>
SHAREHOLDER(S) NO. OF COMMON SHARES
______________________________ _______________________
______________________________ _______________________
Date: _________________, 1998
Please date and sign exactly as your
name(s) appears. When signing as
attorney, executor, administrator,
trustee, or guardian, please give full
title. If more than one trustee, all
should sign. All joint owners should
sign. WHETHER OR NOT YOU PLAN TO ATTEND
THIS MEETING, PLEASE SIGN AND RETURN THIS
PROXY AS PROMPTLY AS POSSIBLE IN THE
ENCLOSED POST-PAID ENVELOPE.
I/we do / / or do not / / expect to attend
this meeting.
THIS PROXY IS SOLICITED BY, AND ON BEHALF OF, THE BOARD OF
DIRECTORS AND MAY BE REVOKED PRIOR TO ITS EXERCISE.
