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
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-12
SUN COMMUNITY BANCORP LIMITED
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
SUN COMMUNITY BANCORP LIMITED
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
- --------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
1) Amount previously paid:
------------------------------------------
2) Form, Schedule or Registration Statement No.:
--------------------
3) Filing Party:
----------------------------------------------------
4) Date Filed:
------------------------------------------------------
<PAGE>
[LOGO]
April 17, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Sun Community Bancorp Limited to be held at The Arizona Biltmore Resort, 24th
Street and Missouri Avenue, Phoenix, Arizona, on Friday, May 26, 2000, at 9:00
a.m. Mountain Time.
The attached Notice of the Annual Meeting and Proxy Statement describe the
formal business to be transacted at the meeting. The meeting is for the purpose
of considering and acting upon the election of directors.
During the meeting, we will also report on Sun's operations. Directors and
officers of Sun will be present to respond to questions you may have.
Please sign, date and return the enclosed proxy card. If you attend the
meeting, you may withdraw your proxy and vote in person, even if you have
previously mailed a proxy card.
Sincerely,
/s/ Joseph D. Reid
JOSEPH D. REID
Chairman of the Board
and Chief Executive Officer
<PAGE>
SUN COMMUNITY BANCORP LIMITED
2777 E. Camelback Road, Suite 375
Phoenix, Arizona 85016
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on Friday, May 26, 2000
The 2000 Annual Meeting of the Stockholders of Sun Community Bancorp
Limited will be held at The Arizona Biltmore Resort, 24th Street and Missouri
Avenue, Phoenix, Arizona on Friday, May 26, 2000 at 9:00 a.m. Mountain Time.
A Proxy Card and a Proxy Statement for the meeting are enclosed.
The meeting is for the purpose of considering and acting upon:
1. The election of 11 directors of Sun to hold office for one year
and until their successors are elected and qualified and;
2. Such other matters as may properly come before the meeting or any
adjournments thereof.
The Board of Directors is not aware of any other business to come before
the meeting.
Action may be taken on the foregoing proposal at the meeting on the date
specified, or on any dates to which, by original or later adjournment, the
meeting may be adjourned. Stockholders of record at the close of business on
April 5, 2000, are entitled to vote at the meeting and any adjournments thereof.
You are asked to fill in and sign the enclosed form of proxy which is
solicited by the Board of Directors and to mail it promptly in the enclosed
envelope. The proxy will not be used if you attend the meeting, withdraw your
proxy and vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ RICHARD N. FLYNN
RICHARD N. FLYNN
Secretary
Phoenix, Arizona
April 17, 2000
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE SUN THE EXPENSE OF FURTHER
REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. AN ADDRESSED ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
<PAGE>
SUN COMMUNITY BANCORP LIMITED
2777 E. Camelback Road, Suite 375
Phoenix, Arizona 85016
ANNUAL MEETING OF STOCKHOLDERS
May 26, 2000
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Sun Community Bancorp Limited to be used at
Sun's 2000 Annual Meeting of Stockholders to be held at The Arizona Biltmore
Resort, 24th Street and Missouri Avenue, Phoenix, Arizona, on Friday, May 26,
2000 at 9:00 a.m. (Mountain Time). The accompanying Notice of Meeting and this
Proxy Statement are being mailed to stockholders on or about April 17, 2000.
REVOCATION OF PROXIES
Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted at
the meeting and all adjournments thereof. Proxies may be revoked by written
notice to the Secretary of Sun or by the filing of a later proxy prior to a vote
being taken on a particular proposal at the meeting. A proxy will not be voted
if a particular stockholder attends the meeting and revokes his or her proxy by
notifying the Secretary at the meeting of his or her intention to do so. Any
stockholder who attends the meeting and revokes his/her proxy may vote in
person. Proxies solicited by Sun's Board of Directors will be voted according to
the directions given therein. Where no instructions are indicated, proxies will
be voted FOR the nominees for directors set forth below.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Stockholders of record as of the close of business on April 5, 2000 (the
record date), are entitled to one vote for each share then held. As of April 1,
2000, Sun had 5,503,870 shares of common stock issued and outstanding.
Directors are elected by a plurality and the eleven nominees who receive
the most votes will be elected. Abstentions and broker non-votes will not be
taken into account in determining the outcome of the election.
The following table sets forth, as of April 1, 2000, certain information as
to each person (including any group as that term is used in Section 13(d)(3) of
the Securities Exchange Act of 1934) who was known to be the beneficial owner of
more than 5% of Sun's common stock as of that date, and as to the shares of
common stock beneficially owned by all executive officers and directors of Sun
as a group.
Name and Address of Shares of Percent of
Beneficial Owner Common Stock Common Stock
- ---------------- ------------ ------------
Capitol Bancorp Ltd. 2,815,474 51.15%
200 Washington Square North
Lansing, Michigan 48933
Joseph D. Reid 3,046,868 (a) 53.49%
Sun Community Bancorp Limited
2777 E. Camelback Road
Suite 375
Phoenix, Arizona 85016
All Directors and Executive 3,834,626 (b) 63.35%
Officers as a group (18 persons)
- ----------
(a) Includes 2,815,474 shares owned by Capitol Bancorp Ltd. of which he has the
authority to vote, and 192,694 options.
(b) Includes 2,815,474 shares owned by Capitol Bancorp Ltd. of which they have
the authority to vote, and 544,689 options.
3
<PAGE>
ELECTION OF DIRECTORS
Sun's bylaws establish that the number of directors shall be not less than
five nor more than twenty-five.
The persons named in the enclosed proxy intend to vote for the nominees
named in this proxy statement unless it contains instructions to the contrary.
All nominees are willing to be elected and to serve in such capacity for one
year and until their successors are elected and qualified. If any of the
nominees becomes unavailable for election, which is not anticipated, the persons
named in the proxy will vote for such other nominee, if any, as may be proposed
by the Board of Directors. A majority of the common stock voting at the meeting
is required for the election of nominees to the Board of Directors.
Each of the nominees for election to the Board of Directors is currently a
member of Sun's Board of Directors and has been since the year shown in the
table below except as indicated.
The table below sets forth information as of April 5, 2000 regarding the
nominees based on the data furnished by them. They have held the principal
occupations shown for at least the past five years unless otherwise indicated.
See "Executive Compensation."
The Board has nominated the eleven directors named below to serve terms as
directors of Sun until the next annual meeting. The election of the nominees
requires a plurality of the votes cast with a quorum present.
The Board of Directors recommends a vote FOR all the recommended nominees
for election as a director.
NOMINEES FOR ELECTION TO SERVE UNTIL THE ANNUAL MEETING OF SHAREHOLDERS IN 2001
<TABLE>
<CAPTION>
Year First Shares of
Became A Common Stock Percent of
Name and Principal Positions Age Director Owned (a) Outstanding
- ---------------------------- --- -------- --------- -----------
<S> <C> <C> <C> <C>
Joseph D. Reid 57 1996 3,046,868 (b) 53.49%
Chairman of the Board and Chief Executive
Officer of Sun; Chairman of the Board,
President and CEO of Capitol Bancorp Limited
Michael L. Kasten 54 1996 95,554 (c) 1.73%
Managing Partner, Kasten Investments,
LLC; Director and Vice Chairman of Sun
Richard N. Flynn Secretary and a director of 56 1996 108,442 (c) 1.97%
Sun; President, Flynn & Associates (Corporate
Consultant, Tax Appeals)
John S. Lewis 46 1999 140,385 (d) 2.49%
President of Sun; President of Micro Age
Integration Group from 1997- 1999;
Chairman and CEO for Southwest Region, First
Interstate Bank
Michael J. Devine 50 1997 11,522 (c) .21%
Attorney at Law
Michael F. Hannley 51 1996 92,750 (e) 1.66%
Executive Vice President and a director of
Sun and President and CEO of Bank of Tucson
since 1996; Senior Vice President and
director of professional banking and
administration for National Bank of Arizona
from 1986-January 1996.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Year First Shares of
Became A Common Stock Percent of
Name and Principal Positions Age Director Owned (a) Outstanding
- ---------------------------- --- -------- --------- -----------
<S> <C> <C> <C> <C>
Gary W. Hickel 45 1997 19,925 (f) .36%
Executive Vice President and a director of
Sun; President of Valley First Community
Bank since 1996; commercial real estate
mortgage consultant from 1994 to 1996
Richard F. Imwalle 50 (g) 7,900 .14%
President, University of Arizona Foundation
Humberto S. Lopez 54 1996 166,245 (c) 3.02%
President, HSL Properties, LLC
Kathryn L. Munro 50 1999 3,000 .05%
Partner, Tahoma Venture Fund since 1998;
Bank of America from 1980 to 1998
Ronald K. Sable 58 1997 32,101 (c) .58%
CEO, Concord Solutions, LLC in 2000; Senior
Vice President, The Aerospace Corporation
1997-1999; 1994-1997 Vice President, Space
Technology Applications
Individuals Who Have Served as a
Director in Most Recent Fiscal Year
and Are Not Standing for Re-Election
as a Director:
Michael J. Harris 62 1999 16,800 .31%
Associate Broker, Tucson Realty
& Trust Company
</TABLE>
(a) Includes all shares as to which the nominee has voting power and/or
investment power, including shares held by entities owned and controlled,
and shares held by children residing in the same household or jointly with
spouse.
(b) Includes 2,815,474 shares owned by Capitol Bancorp Ltd. and 192,694
options.
(c) Includes 6,422 options.
(d) Includes 134,885 options.
(e) Includes 77,000 options.
(f) Includes 17,000 options.
(g) First year standing for election to the Board of Directors.
Rules and regulations promulgated by the Securities and Exchange Commission
require periodic reporting of the beneficial ownership of and transactions
involving Sun's securities relating to directors, officers and beneficial owners
of 10% or more of Sun's securities. Under those rules and regulations, certain
acquisitions and divestitures of Sun's securities are required to be disclosed
via reports filed within prescribed time limits. Based on Sun's review of
filings made during the year ended December 31, 1999 there were eleven
transactions which were not reported timely pursuant to the filing requirements.
Gary W. Hickel purchased 425 shares on November 9, 1999 and 1,500 shares in
the initial public offering on July 2, 2000 which were not reported on original
report of holdings and should have been reported thereon. Humberto S. Lopez
purchased 2,000 shares in one transaction in July, 4,400 shares in three
transactions in November and 16,000 shares in six transactions in December which
were not reported on original reports of holdings for the months in which they
occurred, and should have been reported thereon. Kathryn Munro purchased 3,000
shares in the initial public offering on July 2, 2000 which were not reported on
an original report of holdings and should have been reported thereon.
5
<PAGE>
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors conducts its business through meetings of the Board
and its committees. During 1999, the Board of Directors held five meetings. No
director of Sun attended fewer than 75% of the meetings of the Board of
Directors and committee meetings on which that Board member served during this
period.
Directors who are not employees of Sun or its subsidiaries are entitled to
receive a directors' fee of $750 per meeting for in-state directors and $1,050
for out-of-state directors. Members of Sun's Audit Committee and Compensation
Committee receive a fee of $200 for each committee meeting attended.
COMMITTEES OF THE BOARD OF DIRECTORS
Sun's Board of Directors has several committees, including an Executive
Committee, an Audit Committee and a Compensation Committee.
EXECUTIVE COMMITTEE
The Executive Committee is composed of Messrs. Flynn, Kasten and Lopez, and
its Chairman, Mr. Reid. During 1999, the Executive Committee met four times. The
Executive Committee meets for the purpose of monitoring current operating
strategy and implementation of Sun's business plan.
AUDIT COMMITTEE
The members of the Audit Committee are Messrs. Sable and Harris, and its
Chairman, Mr. Devine.
The Audit Committee reviews the results of the independent auditors' audit
of Sun's consolidated financial statements and evaluates policies, procedures
and results relating to the internal audit function and recommends to Sun's
Board of Directors the selection of independent auditors. During 1999, the Audit
Committee met three times.
COMPENSATION COMMITTEE
The Compensation Committee consists of Ms. Munro, Mr. Lopez, and its
Chairman, Mr. Kasten, who are not employed by Sun and are not eligible to
participate in any of Sun's benefit plans.
The Compensation Committee meets for the purpose of reviewing compensation
and benefit levels for Sun's management and making related recommendations to
Sun's Board of Directors. During 1999, three meetings of the Compensation
Committee were held.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
OVERVIEW
SEC rules require public companies to include a report in their proxy
statements, under the signature of the company's compensation committee. Sun
became a public company in July 1999, and was not subject to those rules
previously. Those SEC rules require discussion of compensation policies set by
the compensation committee and the specific relationship between corporate
performance and executive compensation, particularly CEO compensation.
Sun is a young company and is in its early periods of development.
Establishing a specific correlation between operating results to date and
executive compensation is not possible.
BASE SALARIES
Base salary for Sun's CEO is determined by his employment agreement with
Sun. Because most of his current efforts are focused on bank development,
particularly development of start-up banks, his base salary is increased $25,000
on an annualized basis for each new bank, as set forth in his employment
agreement with Sun. Sun opened one start-up bank in 1999 and two additional bank
development subsidiaries. In 1998, Sun opened four start-up banks.
The compensation committee has considered comparison of Sun's CEO
compensation to other public companies. However, in the committee's view, Sun's
business of bank development is unique and, hence, no meaningful comparisons
have been identified. The compensation committee does consider CEO compensation
terms at Capitol Bancorp (Sun's majority owner) as well as Capitol's
compensation practices for its corporate and bank executives.
6
<PAGE>
Amounts of base salary of Sun's other executive officers has, to date, been
primarily based upon the competitive environment and the amounts necessary to
recruit and retain its executives at the corporate and bank level.
In addition to base salary, bank executives may receive incentive
compensation in the form of cash bonuses which are performance-based. Incentive
compensation for corporate executives in the form of cash bonuses and stock
options has been discretionary to date, based on recommendations made by Sun's
CEO.
OTHER MATTERS
SEC rules also require presentation of a stock performance graph for
comparison of the subject public company's stock performance in relation to
certain indices. Sun's graph is shown below. Again, because Sun has only
recently become a public company, the graph may not be relevant to Sun's
circumstances.
COMPENSATION COMMITTEE
Michael L. Kasten, Chairman
Humberto S. Lopez
Kathryn L. Munro
STOCK PERFORMANCE
COMPARISON OF SIX MONTH CUMULATIVE TOTAL RETURN AMONG
SUN COMMUNITY BANCORP LIMITED, NASDAQ MARKET INDEX,
AND SNL <$500M BANK ASSET-SIZE INDEX
Below is a graph which summarizes the cumulative return experienced by
Sun's shareholders during the six months since its initial public offering
compared to the SNL <$500M Bank Asset-Size Index, and the cumulative total
return on the NASDAQ Market Value Index. (Broad Market Index). This presentation
assumes that the value of the investment in Sun's common stock and each index
was $100 on July 2, 1999.
PERIOD ENDING
<TABLE>
<CAPTION>
INDEX 07/02/99 07/31/99 08/31/99 09/30/99 10/31/99 11/30/99 12/31/99
- ----- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Sun Community Bancorp Limited 100.00 94.57 74.42 68.99 58.14 61.24 55.81
NASDAQ - Total US* 100.00 96.47 100.28 100.27 107.68 119.33 145.53
SNL <$500M Bank Asset-Size Index 100.00 100.44 99.20 99.62 98.39 98.88 93.60
</TABLE>
7
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth compensation paid to the CEO and the next
four most highly compensated executive officers of Sun for each of the three
years in the period ended December 31, 1999. Sun has entered into written
employment agreements with Joseph D. Reid and certain officers of Sun and its
subsidiaries. See "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS".
<TABLE>
<CAPTION>
Annual Compensation Awards Payouts
-------------------------------- ----------------- -------
Other
Name and Annual Restricted Number of
Principal Compen- Stock Options/ LTIP All Other
Position/Year Salary Bonus sation (a) Award(s) SARs Payouts Compensation
- ------------- ------ ----- ---------- -------- ---- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Joseph D. Reid
Chairman and CEO of Sun:
1999 $ 232,033(b) $ -0- -0- -0- $ -0-
1998 101,392(b) -0- -0- -0- -0-
1997 36,923(b) -0- -0- -0- -0-
John S. Lewis
President of Sun:
1999 147,011 -0- -0- -0- -0-
1998 -0- -0- -0- -0- -0-
1997 -0- -0- -0- -0- -0-
Michael F. Hannley
Executive Vice President
of Sun; President and CEO
of Bank of Tucson:
1999 182,650 -0- -0- -0- 4,046
1998 148,089 12,000 -0- -0- 3,287
1997 132,990 -0- -0- -0- -0-
Gary W. Hickel
Executive Vice President
of Sun and President of
Valley First Community
Bank:
1999 155,615(c) -0- -0- -0- 4,398
1998 134,522 6,317 -0- -0- 3,814
1997 126,727 -0- -0- -0- -0-
Gerry Smith
Executive Vice President
of Sun:
1999 110,049 -0- -0- -0- -0-
1998 21,538 -0- -0- -0- -0-
1997 -0- -0- -0- -0- -0-
</TABLE>
- ----------
(a) No amounts greater than $50,000, or 10% of stated salary amount.
(b) Excludes compensation paid by Capitol Bancorp, Sun's majority owner, of
which Mr. Reid is also its Chairman, President and CEO.
(c) Includes amounts paid by subsidiaries of Sun's which are not wholly-owned.
Amounts of salary and other compensation, as shown, have not been reduced
pro rata to reflect Sun's ownership percentage of subsidiaries.
8
<PAGE>
Sun employs Joseph D. Reid under an agreement dated November 20, 1997. The
agreement is for a period of 3 years and automatically renews for successive
one-year periods unless either Sun or Mr. Reid gives written notice to the
contrary. The agreement provides for base salary determined by the number of
operating bank subsidiaries, discretionary bonuses, car allowance and certain
other fringe benefits. The agreement grants Mr. Reid stock options equal to 5%
of the total outstanding shares of Sun's stock and gives him the right to
receive additional stock options equal to 5% of any additional issuances of
Sun's common stock, having an exercise price equal to fair market value at the
time of the grant. If Mr. Reid's employment is terminated without cause, he will
receive his base salary for the duration of the then current term plus one
additional year's salary. In the event Sun is sold to a third party other than
Capitol Bancorp, Mr. Reid will receive a lump sum payment equal to two times his
annual base salary.
John S. Lewis is employed as Sun's president pursuant to an employment
agreement dated November 23, 1998. The agreement is for a period of 5 years and
will automatically renew for successive one-year periods unless either party
gives written notice to the contrary. The agreement provides for base salary,
discretionary bonuses, car allowance and certain other fringe benefits. The
agreement grants Mr. Lewis stock options equal to 3.5% of the total outstanding
shares of Sun's stock and gives him the right to receive additional options
equal to 3.5% of any additional issuances of Sun's common stock, having an
exercise price equal to fair market value at the time of the grant.
Sun employs Michael Hannley, Gary Hickel and Gerry Smith under employment
agreements with a term of 3 years and that automatically renew for successive
one-year periods unless either party gives written notice to the contrary.
Except for the salaries, the terms of the agreements are substantially
identical. In addition to their salaries, each employee is entitled to various
fringe benefits and discretionary bonuses. All employees are entitled to
disability benefits under prescribed circumstances.
Sun and/or its subsidiaries have entered into executive supplemental income
agreements with some executive officers and/or employee directors of Sun. The
agreements provide for the payment to each employee or designated beneficiary an
annual benefit which is approximately equal to the annual base salary of each
employee for a period of fifteen years in the event of either the employee's
retirement or the death of the employee before attaining retirement age. In the
event of a change in control of Sun (as defined in the agreements) which is not
approved by the Board of Directors, each employee can retire with full benefits
at any time after attaining the age of 55 without approval of the Board of
Directors. The benefit liabilities under the agreements are covered by a funded
insurance program by Sun and/or its subsidiaries.
Aggregated Options/SARs Exercised in Last Fiscal Year
and Fiscal Year-End Option/SAR Values
<TABLE>
<CAPTION>
Number of Value of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
Fiscal Year-End Fiscal Year-End
Shares Acquired Exercisable/ Exercisable/
Name on Exercise Value Realized Unexercisable(a) Unexercisable(a)(b)
- ---- ----------- -------------- ---------------- -------------------
<S> <C> <C> <C> <C>
Joseph D. Reid -- -- 192,694 $ 549,600
Michael F. Hannley -- -- 77,000 295,800
Gary W. Hickel -- -- 17,000 36,000
John S. Lewis 134,885 -0-
</TABLE>
(a) All outstanding options are currently exercisable.
(b) Sun's common stock is traded on The Nasdaq Stock Market SM under the
symbol "SBCL". Value is based on December 31, 1999 closing price of $
9.00 per share as reported by Nasdaq.
9
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
East Valley Community Bank, has entered into a lease agreement with
Chandler Properties Group, LLC. The lease is at a market rate, $7,748 per month,
and for an initial term of ten years. The principals of Chandler Properties
Group LLC include Messrs. Kasten, Lopez, Flynn and Devine, members of the board
of directors of Sun and certain of its banks.
Cristin Reid English is Sun's General Counsel and also serves as General
Counsel of Capitol Bancorp Ltd., Nevada Community Bancorp Limited and Indiana
Community Bancorp. Ms. English is Mr. Reid's daughter. In 1999, Ms. English
received salaries excluding expense allowances totaling $68,127 from Sun and
Nevada Community Bancorp Limited, which is a subsidiary of Sun.
Sun used the English Law Firm in 1999, of which Brian English is the
President. Mr. English is the husband of Cristin Reid English and the son-in-law
of Mr. Reid. The firm was paid $48,000 by Sun for work relating to Y2K
preparedness. $45,245 in other fees was paid by Sun, Nevada Community Bancorp
Limited and their banking subsidiaries.
Messrs. Sable and Hannley are brothers-in-law.
Sun's banking subsidiaries have, in the normal course of business, made
loans to certain directors and officers of Sun and its subsidiaries, and to
organizations in which certain directors and officers have an interest. As of
December 31, 1999, the outstanding principal balance of such loans approximated
$5.7 million representing 11.4% of stockholders' equity. In the opinion of
management, such loans were made in the ordinary course of business and were
made on substantially the same terms, including interest rates and collateral,
as those prevailing at the time for comparable transactions with unrelated
parties and did not involve more than the normal risk of collectibility or
present other unfavorable features. Sun has a written policy that all loans to,
and all transactions with, Sun's officers, directors, affiliates and/or
shareholders holding 10% or more of Sun's stock will be made or entered into for
bona fide business purposes, on terms no less favorable than could be made to,
or obtained from, unaffiliated parties, and shall be approved by a majority of
the directors of Sun, including a majority of the independent disinterested
directors of Sun.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The firm of BDO Seidman, LLP served as independent auditors for Sun for the
year ended December 31, 1999. Representatives of BDO Seidman, LLP will be
present at the meeting to respond to appropriate questions and will have the
opportunity to make a statement if they desire to do so.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
meeting other than those matters described above in this Proxy Statement.
However, if any other matters should properly come before the meeting, including
matters relating to the conduct of the meeting, it is intended that proxies in
the accompanying form will be voted in respect thereof in accordance with the
judgment of those voting the proxies.
MISCELLANEOUS
The cost of solicitation of proxies will be borne by Sun. In addition to
solicitations by mail, directors, officers and regular employees of Sun may
solicit proxies personally or by telephone without additional compensation.
Sun's 1999 Annual Report to Stockholders ("Annual Report") is being
provided herewith. Any stockholder who does not receive a copy of the Annual
Report may obtain a copy by writing Sun. The Annual Report is not to be treated
as a part of the proxy solicitation material nor as having been incorporated
herein by reference.
FORM 10-K
A copy of Sun's 1999 Form 10-K, without exhibits, is available to
stockholders without charge upon written request to: Sun Community Bancorp
Limited, 2777 E. Camelback Road, Suite 375, Phoenix, Arizona 85016, Attention:
Cristin Reid English, General Counsel.
Form 10-K, and certain other periodic filings, are filed with the
Securities and Exchange Commission. The SEC maintains an Internet web site that
contains reports, proxy and information statements and other information
regarding companies which file electronically (which includes Sun). The SEC's
web site address is http:\\www.sec.gov. Sun's filings with the SEC can also be
accessed through Sun's web site, http:\\www.suncommunity.com.
10
<PAGE>
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in Sun's proxy material for next
year's Annual Meeting of Stockholders, any stockholder proposal to take action
at such meeting must be received at Sun's main office at 2777 E. Camelback Road,
Suite 375, Phoenix, Arizona 85016, no later than November 21, 2000. Any such
proposal shall be subject to the requirements of the proxy rules adopted under
the Securities Exchange Act of 1934, as amended.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Joseph D. Reid
JOSEPH D. REID
CHAIRMAN OF THE BOARD
PHOENIX, ARIZONA
APRIL 17, 2000
11
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Sun Community Bancorp Limited
2000 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON Friday, May 26, 2000
APPOINTMENT FORM/PROXY CARD
I, the undersigned stockholder of Sun Community Bancorp Limited, do hereby
constitute and appoint the Secretary, Richard N. Flynn and/or Joseph D. Reid,
Chairman of the Board of Directors, with power of substitution, at the annual
meeting of shareholders to be held on Friday, May 26, 2000 at 9:00 a.m. Mountain
Standard Time, at The Arizona Biltmore Resort, 24th Street and Missouri Avenue,
Phoenix, Arizona, and at any adjournment or adjournments thereof and/or to vote
at any subsequent balloting on any matter considered at the aforementioned
meeting, as fully and with the same effect as if I might or could do were I
personally present, with full power of substitution and revocation, hereby
ratifying and confirming all that my appointees or their substitutes shall
lawfully do or cause to be done by virtue hereof.
1. ELECTION OF DIRECTORS:
Number of votes entitled to cast for directors (equals number of shares
multiplied by 11):_______
CHOOSE A OR B
A ________ Vote for the eleven nominees listed, in such manner in accordance
with cumulative voting as will assure the election of the eleven
listed nominees, with the number of votes to be allocated among
eleven nominees to be determined by the proxy holders.
B ________ Distribute my votes among the nominees for director only as
indicated. (Print a number in the blank opposite the name of each
nominee for whom you wish the proxy to vote in order to specify the
number of votes to be cast for each nominee; the sum of all votes
must be equal to the number of shares multiplied by eleven. You are
entitled to vote for eleven nominees.)
________ Michael J. Devine
________ Richard N. Flynn
________ Michael F. Hannley
________ Gary W. Hickel
________ Richard F. Imwalle
________ Michael L. Kasten
________ John S. Lewis
________ Humberto S. Lopez
________ Kathryn L. Munro
________ Joseph D. Reid
________ Ronald K. Sable
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2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED, IT SHALL BE
VOTED FOR ITEM A OF PROPOSAL 1.
IMPORTANT: Please sign this proxy exactly as your name or names appear on your
share certificates. If shares are held by more than one owner, each owner must
sign. Executors, administrators, trustees, guardians and other signing in a
representative capacity should give their full titles.
In witness whereof, I have executed this proxy on _______________________, 2000.
(Be sure to date this Proxy)
Signature: Signature:
--------------------------- ---------------------------
(if jointly owned)
Print: Print:
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Please indicate whether you plan to attend the Annual Meeting of Stockholders:
[ ] WILL ATTEND ___ NUMBER OF PERSONS [ ] WILL NOT ATTEND
