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
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
RIVERVIEW BANCORP, INC.
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(Name of Registrant as Specified in Its Charter)
RIVERVIEW BANCORP, INC.
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
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(2) Aggregate number of securities to which transactions applies:
N/A
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
N/A
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(4) Proposed maximum aggregate value of transaction:
N/A
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[ ] 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
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(2) Form, schedule or registration statement no.:
N/A
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(3) Filing party:
N/A
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(4) Date filed:
N/A
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<PAGE>
June 21, 1999
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Riverview Bancorp, Inc. The meeting will be held at the Royal Oaks Country
Club, 8917 N.E. Fourth Plain Boulevard, Vancouver, Washington, on Wednesday,
July 21, 1999 at 10:00 a.m., local time.
The Notice of Annual Meeting of Stockholders and Proxy Statement
appearing on the following pages describe the formal business to be transacted
at the meeting. During the meeting, we will also report on the operations of
the Company. Directors and officers of the Company, as well as a
representative of Deloitte & Touche LLP, the Company's independent auditors,
will be present to respond to appropriate questions of shareholders.
It is important that your shares are represented at this meeting, whether
or not you attend the meeting in person and regardless of the number of shares
you own. To make sure your shares are represented, we urge you to complete
and mail the enclosed proxy card. If you attend the meeting, you may vote in
person even if you have previously mailed a proxy card.
We look forward to seeing you at the meeting.
Sincerely,
/s/ Patrick Sheaffer
Patrick Sheaffer
Chairman and Chief Executive Officer
<PAGE>
RIVERVIEW BANCORP, INC.
700 N.E. Fourth Avenue
Camas, Washington 98607
(360) 834-2231
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On July 21, 1999
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Riverview Bancorp, Inc. ("Company") will be held at the Royal Oaks Country
Club, 8917 N.E. Fourth Plain Boulevard, Vancouver, Washington, on Wednesday,
July 21, 1999, at 10:00 a.m., local time, for the following purposes:
1. To elect two directors of the Company; and
2. To consider and act upon such other matters as may properly come
before the meeting or any adjournments thereof.
NOTE: The Board of Directors is not aware of any other business to come
before the meeting.
Any action may be taken on the foregoing proposal at the meeting on the
date specified above or on any date or dates to which, by original or later
adjournment, the meeting may be adjourned. Stockholders of record at the
close of business on May 26, 1999 are entitled to notice of and to vote at the
meeting and any adjournments or postponements thereof.
You are requested to complete 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 and
vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Phyllis Kreibich
PHYLLIS KREIBICH
CORPORATE SECRETARY
Camas, Washington
June 21, 1999
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED
IN THE UNITED STATES.
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<PAGE>
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PROXY STATEMENT
OF
RIVERVIEW BANCORP, INC.
700 N.E. Fourth Avenue
Camas, Washington 98607
(360) 834-2231
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ANNUAL MEETING OF STOCKHOLDERS
July 21, 1999
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This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Riverview Bancorp, Inc. ("Company") to be
used at the Annual Meeting of Stockholders of the Company ("Meeting"). The
Company is the holding company for Riverview Community Bank ("Bank"). The
Meeting will be held at the Royal Oaks Country Club, 8917 N.E. Fourth Plain
Boulevard, Vancouver, Washington, on Wednesday, July 21, 1999, at 10:00 a.m.,
local time. This Proxy Statement and the enclosed proxy card are being first
mailed to shareholders on or about June 21, 1999.
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VOTING AND PROXY PROCEDURE
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Stockholders Entitled to Vote at Meeting. Stockholders of record at the
close of business on May 26, 1999 ("Voting Record Date") are entitled to one
vote for each share of common stock ("Common Stock") of the Company then held.
At the close of business on the Voting Record Date, the Company had 5,780,824
shares of Common Stock issued and outstanding.
Quorum Requirement. The presence, in person or by proxy, of at least a
majority of the total number of outstanding shares of Common Stock entitled to
vote is necessary to constitute a quorum at the Meeting. Abstentions and
broker non-votes will be counted as shares present and entitled to vote at the
Meeting for purposes of determining the existence of a quorum.
Proxies; Proxy Revocation Procedures. The Board of Directors solicits
proxies so that each stockholder has the opportunity to vote on the proposal
to be considered at the Meeting. When a proxy card is returned properly
signed and dated, the shares represented thereby will be voted in accordance
with the instructions on the proxy card. Where a proxy card is properly
signed but no instructions are indicated, proxies will be voted FOR the
nominees for directors set forth below. If a stockholder attends the Meeting,
he or she may vote by ballot.
Stockholders who execute proxies retain the right to revoke them at any
time. Proxies may be revoked by written notice delivered in person or mailed
to the Secretary of the Company or by filing a later dated proxy before a vote
being taken on a particular proposal at the Meeting. Attendance at the
Meeting will not automatically revoke a proxy, but a stockholder in attendance
may request a ballot and vote in person, thereby revoking a prior granted
proxy.
Vote Required. The two directors to be elected at the Meeting will be
elected by a plurality of the votes cast by stockholders present in person or
by proxy and entitled to vote. Pursuant to the Company's Articles of
Incorporation, stockholders are not permitted to cumulate their votes for the
election of directors. Votes may be cast for or withheld from each nominee
for election as directors. Votes that are withheld and broker non-votes will
have no effect on the outcome of the election because directors will be
elected by a plurality of the votes cast.
<PAGE>
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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Persons and groups who beneficially own in excess of 5% of the Common
Stock are required to file certain reports with the Securities and Exchange
Commission ("SEC"), and furnish a copy to the Company, disclosing such
ownership pursuant to the Securities Exchange Act of 1934, as amended
("Exchange Act"). Based on such reports, the following table sets forth, at
the close of business on the Voting Record Date, certain information as to
those persons who were beneficial owners of more than 5% of the outstanding
shares of Common Stock. To the Company's knowledge, no other person or entity
beneficially owned more than 5% of the Company's outstanding Common Stock at
the close of business on the Voting Record Date.
The following table also sets forth, at the close of business on the
Voting Record Date, information as to the shares of Common Stock beneficially
owned by (a) each director, (b) each executive officer named in the Summary
Compensation Table found below ("named executive officers") and (c) all
executive officers and directors of the Company as a group.
Number of Shares Percent of Shares
Name Beneficially Owned (1) Outstanding
- ---- ---------------------- -----------
Beneficial Owners of More Than 5%
Riverview Community Bank 465,649 8.06%
Employee Stock Ownership Plan Trust
Westport Asset Management, Inc.(2) 386,180 6.68
253 Riverside Avenue
Westport, Connecticut 06880
Perkins, Wolf, McDonnell & Company(3) 492,900 8.53
53 W. Jackson Blvd.
Suite 722
Chicago, Illinois 60604
Berger Associates 409,000 7.08
210 University Blvd.
Denver, Colorado 80206
Directors
Roger Malfait 80,677 1.39
Gary R. Douglass 33,988 *
Dale E. Scarbrough 60,677 1.05
Robert K. Leick 18,283 *
Paul L. Runyan 117,674 2.03
Named Executive Officers
Patrick Sheaffer** 228,678 3.92
Ron Wysaske** 133,701 2.30
Michael C. Yount 84,136 1.45
Karen Nelson 65,083 1.12
2
<PAGE>
All Executive Officers and
Directors as a Group
(13 persons) 852,517 14.31
- -------------------
* Less than 1 percent of shares outstanding.
** Mr. Sheaffer and Mr. Wysaske are also directors of the Company.
(1) In accordance with Rule 13d-3 under the Exchange Act, a person is deemed
to be the beneficial owner, for purposes of this table, of any shares of
Common Stock if he or she has voting and/or investment power with respect
to such security. The table includes shares owned by spouses, other
immediate family members in trust, shares held in retirement accounts or
funds for the benefit of the named individuals, and other forms of
ownership, over which shares the persons named in the table may possess
voting and/or investment power. The amounts shown include the following
amounts of Common Stock which the following individuals have the right to
acquire within 60 days of the Voting Record Date through the exercise of
stock options granted pursuant to the existing Company's existing stock
option plan: Mr. Sheaffer, 54,620 shares; Mr. Wysaske, 39,826 shares; Mr.
Malfait, 11,782 shares; Mr. Douglass, 2,000 shares; Mr. Scarbrough, 11,782
shares; Mr. Leick, 2,000 shares; Mr. Runyan, 6,063 shares; Mr. Yount,
22,864 shares; Ms. Nelson, 11,005 shares; and all executive officers and
directors of the Company as a group, 177,377 shares.
(2) Based solely on an SEC Schedule 13G, dated February 16, 1999, that
discloses sole voting and dispositive power as to 3,800 shares and shared
voting and dispositive power as to the remainder.
(3) Based solely on an SEC Schedule 13G, dated March 19, 1999, that discloses
shared voting and dispositive power as to 492,900 shares.
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PROPOSAL I -- ELECTION OF DIRECTORS
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The Company's Board of Directors consists of seven members. In
accordance with the Company's Articles of Incorporation, the Board is divided
into three classes with three-year staggered terms, with approximately one-
third of the directors elected each year. Two directors, whose names appear
in the following table, will be elected at the Meeting to serve for the
respective terms set forth in the table, or until their respective successors
have been elected and qualified.
It is intended that the proxies solicited by the Board of Directors will
be voted for the election of the below named nominees. If any nominee is
unable to serve, the shares represented by all valid proxies will be voted for
the election of such substitute as the Board of Directors may recommend or the
Board of Directors may adopt a resolution to amend the Bylaws and reduce the
size of the Board. At this time the Board of Directors knows of no reason why
any nominee might be unavailable to serve.
The Board of Directors recommends a vote "FOR" the election of all
nominees set forth in the following table.
The following table sets forth certain information regarding the nominees
for election at the Meeting.
3
<PAGE>
Year First
Elected Term to
Name Age(1) Director(2) Expire
---- ------ ----------- ------
BOARD NOMINEES
Patrick Sheaffer 59 1979 2002(3)
Edward R. Geiger 57 1999 2002(3)
DIRECTORS CONTINUING IN OFFICE
Robert K. Leick 63 1972 2000
Gary R. Douglass 57 1994 2000
Dale E. Scarbrough 71 1972 2000
Paul L. Runyan 64 1979 2001
Ron Wysaske 46 1985 2001
- ---------------
(1) As of March 31, 1999.
(2) Includes prior service on the Board of Directors of the Bank.
(3) Assuming the individual is re-elected and elected, respectively.
The present principal occupation and other business experience during the
last five years of each nominee for election and each director continuing in
office is set forth below:
Patrick Sheaffer joined the Bank in 1965 and has served as President and
Chief Executive Officer since 1976. He became Chairman of the Board in March
1993. He is responsible for the daily operations and the management of the
Bank. Mr. Sheaffer is active in numerous professional and civic
organizations. Mr. Sheaffer is a founding director of Epitope Biotech
Company, a Nasdaq-listed company located in Portland, Oregon.
Edward R. Geiger is a business management and executive search consultant
with over 25 years of experience. He has extensive experience in human
resources, recruiting, organization development, accounting and finance, cost
analysis, purchasing and inventory management, information systems,
re-engineering and process improvement. He works with boards of directors,
CEOs and entrepreneurs to improve business performance by improving business
processes, practices, policies, organization structure, and the recruiting and
hiring of key executives. Prior to establishing his consulting firm, Mr.
Geiger was Corporate Controller at Pacific Telecom, Inc. His prior experience
also includes three other Fortune 500 companies, municipal governments and the
military. Mr. Geiger is also a CPA. An active volunteer, he currently serves
on the boards of directors of five non-profit organizations, as well as on the
board of directors of the International Air Academy and three other companies.
Robert K. Leick, an attorney in private practice, was a prosecuting
attorney with Skamania County, Washington, from 1967 to 1997. He is an active
member of numerous community and civic organizations, including the Skamania
County Historical Society, Skamania County Chamber of Commerce, Skamania
County Economic Development Council and the American Legion.
Gary R. Douglass, a certified public accountant, is a principal with
Douglass & Paulson, P.C., Camas, Washington.
Dale E. Scarbrough is the retired Chief Financial Officer for the City of
Camas, Washington. He is a member of the American Legion and numerous
professional financial organizations.
4
<PAGE>
Paul L. Runyan owns and operates Runyan's Jewelry Store in White Salmon,
Washington. He is an active member of numerous civic and community
organizations, including the White Salmon Elks, Camas Moose Lodge, Camas Lions
Club and the Stevenson Eagles.
Ron Wysaske joined the Bank in 1976. Before joining the Bank, he was an
audit and tax accountant at Price Waterhouse & Co. He became Executive Vice
President, Treasurer and Chief Financial Officer in 1981. He is responsible
for administering all finance, accounting and treasury functions at the Bank.
He is a member of several professional organizations, including the American
Institute of Certified Public Accountants and the Financial Managers Society.
Mr. Wysaske is a licensed certified public accountant in the State of
Washington.
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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
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The Boards of Directors of the Company and the Bank conduct their
business through meetings of the Boards and through their committees. During
the fiscal year ended March 31, 1999, the Board of Directors of the Company
held 11 meetings, and the Board of Directors of the Bank held 13 regular
meetings and no special meetings. No director of the Company or the Bank
attended fewer than 75% of the total meetings of the Boards and committees on
which such person served during this period.
Committees of the Company's Board. The Company's Board of Directors has
standing Audit and Nominating Committees. There is no Executive Committee of
the Company's Board of Directors.
The Audit Committee consists of Directors Scarbrough (Chairman), Douglass
and Runyan. It is responsible for developing and monitoring the audit
program. The Committee meets with the independent auditors to discuss the
results of the annual audit and any related matters. The members of the
committee also receive and review all the reports and findings and other
information presented to them by the officers regarding financial reporting
policies and practices. The Audit Committee met twice during the fiscal year
ended March 31, 1999.
The full Board of Directors of the Company acts as the Nominating
Committee to submit nominations for the annual election of directors. The
full Board of Directors met once in its capacity as Nominating Committee
during the fiscal year ended March 31, 1999.
The Investment Committee consists of Directors Wysaske (Chairman),
Sheaffer and Douglass. The committee is responsible for development and
monitoring of investment policies. The Investment Committee did not meet
during the fiscal year ended March 31, 1999.
Committees of the Bank's Board. The Company has standing Executive,
Audit, Nominating and Personnel/Compensation Committees, among others.
The Executive Committee, which consists of Directors Sheaffer (Chairman),
Douglass and Runyan, meets as necessary in between meetings of the full Board
of Directors. The Executive Committee met 30 times during the fiscal year
ended March 31, 1999.
The Audit Committee consists of Directors Scarbrough (Chairman), Douglass
and Leick. It is responsible for developing and monitoring the audit program.
The Committee meets with the independent auditors to discuss the results of
the annual audit and any related matters. The members of the committee also
receive and review all the reports and findings and other information
presented to them by the officers regarding financial reporting policies and
practices. The Audit Committee met twice during the fiscal year ended March
31, 1999.
5
<PAGE>
The Nominating Committee consists of Directors Leick (Chairman), Runyan
and Scarbrough. This Committee submits nominations for the annual election of
directors. The Nominating Committee met once during the fiscal year ended
March 31, 1999.
The Personnel/Compensation Committee consists of Director Runyan
(Chairman), Douglass and Scarbrough. This Committee determines annual grade
and salary levels for employees and establishes personnel policies. The
Personnel/Compensation Committee met three times during the fiscal year ended
March 31, 1999.
The Compliance Audit Committee consists of Leick (Chairman), Douglass,
Malfait, Runyan and Scarbrough. This committee is responsible for directing
and monitoring the internal audit and compliance programs. The Compliance
Audit Committee met six times during the fiscal year ended March 31, 1999.
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DIRECTORS' COMPENSATION
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Directors receive an annual retainer of $4,600 and a monthly fee of $320
provided that they attend all meetings held during the month. Directors also
receive $200 for each committee meeting attended, except no fees are paid for
service on the Executive Committee. Director and committee fees totaled
$82,000 for the year ended March 31, 1999.
Directors may elect to defer their monthly fees until retirement with no
income tax payable by the director until retirement benefits are received.
This alternative is available through a non-qualified deferred compensation
plan adopted by the Bank in December 1986, and subsequently amended. If the
participant's employment is terminated on or after the date he attains age 65
or five years of participation in the Plan ("Normal Retirement Date"), the
Company shall pay the participant or his designated beneficiaries in annual or
monthly installments over a period of 120 months, an amount equal to the
balance in the participant's account immediately before the date on which
benefits commence, plus interest on the unpaid balance. Participants may also
choose two optional forms of benefit payments: (i) a lump-sum payment within
five years of the Normal Retirement Date or (ii) an annuity over the life of
the participant, or a joint survivor annuity over the lives of the participant
and the participant's spouse. Benefits are also payable upon disability,
early retirement, termination of service or death. The Company pays annual
interest on assets under the plans based on a formula relating to gross
revenues, which amounted to 8.3% for the year ended March 31, 1999. The
estimated liability under the plan is accrued as earned by the participant.
At March 31, 1999, the Company's aggregate liability under the plans was
$800,084.
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EXECUTIVE COMPENSATION
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Summary Compensation Table. The following information is furnished for
the Chief Executive Officer of the Company and for the executive officers of
the Company who received salary and bonus in excess of $100,000 for the year
ended March 31, 1999. No other executive officers of the Company or its
subsidiaries received salary and bonus in excess of $100,000 during the year
ended March 31, 1999.
<TABLE>
Long-term Compensation
Annual Compensation(1) Awards
------------------------------ ----------------------------
Restricted Number All
Name and Stock of Other Annual
Position Year Salary($) Bonus Awards($) Options(2) Compensation(3)
- -------- ---- --------- ----- --------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Patrick Sheaffer 1999 $130,531 $59,501 $89,356 41,227 $21,513
President, Chief 1998 132,884 63,732 -- -- 40,346
Executive Officer 1997 128,902 56,720 -- -- 19,364
and Chairman
6
</TABLE>
<PAGE>
<TABLE>
Long-term Compensation
Annual Compensation(1) Awards
------------------------------ ----------------------------
Restricted Number All
Name and Stock of Other Annual
Position Year Salary($) Bonus Awards($) Options(2) Compensation(3)
- -------- ---- --------- ----- --------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Ron Wysaske 1999 $97,116 $34,085 $67,086 29,671 $21,274
Executive Vice 1998 95,149 39,192 -- -- 33,823
President and 1997 91,615 36,677 -- -- 16,446
Chief Financial
Officer
Michael C. Yount 1999 86,514 28,551 57,739 26,370 20,870
Executive Vice 1998 84,972 29,140 -- -- 28,771
President 1997 81,528 27,384 -- -- 13,934
Karen Nelson 1999 81,426 26,777 56,914 23,879 20,782
Vice President of 1998 76,947 28,148 -- -- 26,499
Lending 1997 73,599 21,884 -- -- 12,091
</TABLE>
- ---------------
(1) Does not include certain benefits, the aggregate amounts of which do not
exceed 10% of total annual salary and bonus.
(2) Subject to pro rata vesting over a five year period with the first 20%
installment vesting on October 1, 1998.
(3) Amounts for 1999 include: Mr. Sheaffer, ESOP contribution of $19,263 and
employer 401(k) matching contribution of $2,250; for Mr. Wysaske, ESOP
contribution of $19,263 and employer 401(k) matching contribution of
$2,011; for Mr. Yount, ESOP contribution of $19,263 and employer 401(k)
matching contributions of $1,607; and for Ms. Nelson, ESOP contribution
of $19,263 and employer 401(k) matching contribution of $1,518.
Option Grants in Last Fiscal Year. The following table sets forth
information concerning the grant of stock options to the named executive
officers during the fiscal year ended March 31, 1999.
Individual Grants
--------------------------------------------------------
Percent
Number of of Total
Securities Options
Underlying Granted to Exercise
Options Employees in Price Expiration
Name Granted(1) Fiscal Year ($/sh) Date
---- ---------- ----------- ------ ----
Patrick Sheaffer 41,227 15.0 13.75 2008
Ron Wysaske 29,671 10.8 13.75 2008
Michael Yount 26,370 9.6 13.75 2008
Karen Nelson 23,879 8.7 13.75 2008
7
<PAGE>
Option Exercise/Value Table. The following information with respect to
options exercised during the fiscal year ended March 31, 1999, and remaining
unexercised at the end of the fiscal year, is presented for the named
executive officers.
<TABLE>
Value of Unexercised
Number of Securities In-the-Money Options
Shares Underlying Unexercised Options at Fiscal Year End($)(1)
Acquired on Value ------------------------------ --------------------------
Name Exercise (#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
---- ------------ ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Patrick Sheaffer 6,201 $ 87,155 54,620 32,982 $482,561 $--
Ron Wysaske 7,435 104,499 39,826 23,737 379,316 --
Michael C. Yount 4,200 59,031 22,864 21,096 199,998 --
Karen Nelson 4,046 56,867 11,005 19,103 94,307
</TABLE>
- --------------
(1) Value of unexercised in-the-money options equals market value of shares
covered by in-the-money options on March 31, 1999, less the option
exercise price. Options are in-the-money if the market value of the
shares covered by the options is greater than the option exercise price.
Employment Agreements. The Company and the Bank (collectively, the
"Employers") have entered into three-year employment agreements ("Employment
Agreements") with Messrs. Sheaffer and Wysaske (individually, the
"Executive").
Under the Employment Agreements, the current salary levels for Messrs.
Sheaffer and Wysaske are $130,531 and $97,116, respectively, which amounts
will be paid by the Bank and may be increased at the discretion of the Board
of Directors of the Bank or an authorized committee of the Board. On each
anniversary of the commencement date of the Employment Agreements, the term of
each agreement may be extended for an additional year at the discretion of the
Board. The agreement is terminable by the Employers at any time, by the
Executive if the Executive is assigned duties inconsistent with his initial
position, duties, responsibilities and status, or upon the occurrence of
certain events specified by federal regulations. In the event that an
Executive's employment is terminated without cause or upon the Executive's
voluntary termination following the occurrence of an event described in the
preceding sentence, the Bank would be required to honor the terms of the
agreement through the expiration of the current term, including payment of
current cash compensation and continuation of employee benefits.
The Employment Agreements also provide for severance payments and other
benefits in the event of involuntary termination of employment in connection
with any change in control of the Employers. Severance payments also will be
provided on a similar basis in connection with a voluntary termination of
employment where, subsequent to a change in control, an Executive is assigned
duties inconsistent with his position, duties, responsibilities and status
immediately prior to such change in control. The term "change in control" is
defined in the agreement as having occurred when, among other things, (a) a
person other than the Company purchases shares of Common Stock pursuant to a
tender or exchange offer for such shares, (b) any person (as such term is used
in Sections 13(d) and 14(d)(2) of the Exchange Act) is or becomes the
beneficial owner, directly or indirectly, of securities of the Company
representing 25% or more of the combined voting power of the Company's then
outstanding securities, (c) the membership of the Board of Directors changes
as the result of a contested election, or (d) shareholders of the Company
approve a merger, consolidation, sale or disposition of all or substantially
all of the Company's assets, or a plan of partial or complete liquidation.
The maximum value of the severance benefits under the Employment
Agreements is 2.99 times the Executive's average annual compensation during
the five-year period preceding the effective date of the change in control
(the "base amount"). The Employment Agreements provide that the value of the
maximum benefit may be distributed, at the Executive's election, (i) in the
form of a lump sum cash payment equal to 2.99 times the Executive's base
amount or (ii) a combination of a cash payment and continued coverage under
the Employers' health, life and disability programs for a 36-month period
following the change in control, the total value of which does not exceed 2.99
times the Executive's
8
<PAGE>
base amount. Assuming that a change in control had occurred at March 31, 1999
and that each Executive elected to receive a lump sum cash payment, Messrs.
Sheaffer and Wysaske would be entitled to payments of approximately $535,749
and $383,811, respectively. Section 280G of the Internal Revenue Code of
1986, as amended ("Code"), provides that severance payments that equal or
exceed three times the individual's base amount are deemed to be "excess
parachute payments" if they are contingent upon a change in control.
Individuals receiving excess parachute payments are subject to a 20% excise
tax on the amount of such excess payments, and the Employers would not be
entitled to deduct the amount of such excess payments.
The Employment Agreements restrict each Executive's right to compete
against the Employers for a period of one year from the date of termination of
the agreement if an Executive voluntarily terminates employment, except in the
event of a change in control.
Severance Agreements. The Company and the Bank have entered into
severance agreements with Mr. Yount and Ms. Nelson. The severance agreements
provide for severance payments and continuation of other employee benefits in
the event of involuntary termination of employment in connection with any
change in control of the Employers in the same manner as provided for in the
employment agreements. Severance payments and benefits are also provided on a
similar basis in connection with a voluntary termination of employment where,
subsequent to a change in control, an officer is assigned duties inconsistent
with his position, duties, responsibilities and status immediately prior to
such change in control.
The term "change in control" is defined in the agreement as having
occurred when, among other things, (a) a person other than the Company
purchases shares of Common Stock pursuant to a tender or exchange offer for
such shares, (b) any person (as such term is used in Sections 13(d) and
14(d)(2) of the Exchange Act) is or becomes the beneficial owner, directly or
indirectly, of securities of the Company representing 25% or more of the
combined voting power of the Company's then outstanding securities, (c) the
membership of the Board of Directors changes as the result of a contested
election, or (d) shareholders of the Company approve a merger, consolidation,
sale or disposition of all or substantially all of the Company's assets, or a
plan of partial or complete liquidation.
Assuming that a change in control had occurred at March 31, 1999, and
excluding any other benefits due under the severance agreements, the aggregate
value of the severance benefits payable to Mr. Yount and Ms. Nelson would have
been approximately $613,669.
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended, or
the Exchange Act that might incorporate future filings, including this Proxy
Statement, in whole or in part, the following Report of the Compensation
Committee and Performance Graph shall not be incorporated by reference into
any such filings.
Report of the Compensation Committee. Under rules established by the
SEC, the Company is required to provide certain data and information in regard
to the compensation and benefits provided to the Company's Chief Executive
Officer and other executive officers. The disclosure requirements for the
Chief Executive Officer and other executive officers include the use of tables
and a report explaining the rationale and considerations that led to the
fundamental executive compensation decisions affecting those individuals. The
Compensation Committee of the Board of Directors of the Company is responsible
for establishing and monitoring compensation policies of the Company and for
reviewing and ratifying the actions of the Compensation Committee of the Board
of Directors of Riverview Savings Bank. Performance is evaluated and salaries
are set by the Compensation Committee of the Bank.
General. The Bank's Compensation Committee's duties are to recommend and
administer policies that govern executive compensation. The Committee
evaluates individual executive performance, compensation policies and
salaries. The Committee is responsible for evaluating the performance of the
Chief Executive Officer of the Bank while the Chief Executive Officer of the
Bank evaluates the performance of other senior officers of the Bank and makes
recommendations to the Committee regarding compensation levels.
9
<PAGE>
Compensation Policies. The executive compensation policies of the Bank
are designed to establish an appropriate relationship between executive pay
and the Company's and Bank's annual performance, to reflect the attainment of
short- and long-term financial performance goals and to enhance the ability of
the Company and the Bank to attract and retain qualified executive officers.
The principles underlying the executive compensation policies include the
following:
- To attract and retain key executives who are vital to the long-term
success of the Company and the Bank and are of the highest caliber;
- To provide levels of compensation competitive with those offered
throughout the financial industry and consistent with the Company's and
the Bank's level of performance;
- To motivate executives to enhance long-term stockholder value by
building their equity interest in the Company; and
- To integrate the compensation program with the Company's and the Bank's
annual and long-term strategic panning and performance measurement
processes.
The Committee consider a variety of subjective and objective factors in
determining the compensation package for individual executives, including: (1)
the performance of the Company and the Bank as a whole with emphasis on annual
performance factors and long-term objectives; (2) the responsibilities
assigned to each executive; and (3) the performance of each executive of
assigned responsibilities as measured by the progress of the Company and the
Bank during the year.
Base Salary. The Bank's current compensation plan involves a combination
of salary, salary-at-risk cash bonuses to reward short-term performance, and
deferred compensation. The salary levels of executive officers are designed to
be competitive within the banking and financial services industries. In
setting competitive salary levels, the Compensation Committee continually
evaluates current salary levels by surveying similar institutions in
Washington State, the Pacific Northwest and the United States. The
Compensation Committee's peer group analysis focuses on asset size, nature of
ownership, type of operation and other common factors. Specifically, the
Compensation Committee annually reviews the Washington State Financial
Industry Survey prepared by Milliman & Robertson, Inc. (actuaries and
consultants) covering 104 Washington financial organizations, and the
America's Community Banker's Survey of salaries which covers over 500
financial institutions nationwide.
Salary-at-Risk Bonus Program. A short-term incentive salary-at-risk
bonus plan is in effect for the senior officers of the Bank which is designed
to compensate for performance. The plan is designed to provide for bonuses of
up to 45% of salary for the Chief Executive Officer, 35% - 40% of salary for
the Executive Vice Presidents, and up to 35% of salary for the Senior Vice
Presidents, vice presidents, and certain other officers. In limited
circumstances, salary-at-risk bonuses may be payable at higher levels based on
exceptional performance in excess of established targets. The salary-at-risk
performance bonus is based primarily on quantifiable data such as return on
equity, deposit totals, loan production, and levels of operating expenses
compared to revenues. Subjective evaluation of performance is limited.
Deferred Compensation. Directors and executive officers who are paid to
attend board meetings may elect to defer their monthly fees until retirement,
with no income tax payable by the directors or executive officers until
retirement benefits are received. This alternative is available through a
non-qualified deferred compensation plan adopted by the Bank in December 1986,
and subsequently amended. Under the plan executive officers may also defer
up to 10% of salary and bonuses.
Long Term Incentive Compensation. In connection with the Company's
reorganization into the holding company structure, the Company adopted the
1998 Stock Option Plan and the 1998 Management Development and
10
<PAGE>
Recognition Plan for executive officers, employees, and non-employee directors
of the Company. These plans were approved by the stockholders of the Company
in 1998. Under the plans, non-employee directors, executive officers, and
other employees may receive grants and awards. The Company believes that stock
ownership by the Company's and the Bank's executives is a significant factor
in aligning the interests of the executives with those of stockholders. Stock
options and awards under such plans were allocated based upon regulatory
practices and policies, the practices of other recently converted financial
institutions as verified by external surveys and based upon the executive
officers' level of responsibility and contributions to the Company and the
Bank.
Compensation of the Chief Executive Officer. During the fiscal year
ended March 31, 1999, the base salary of Mr. Sheaffer was $130,531. In
addition, he received a salary-at-risk performance bonus of $59,501 and was
credited with $21,513 in other compensation (comprised of ESOP contribution of
$19,263 and employer 401(k) contribution of $2,250) as set forth in the
preceding Summary Compensation Table. Mr. Sheaffer also received $89,356 of
restricted stock awards and 41,227 stock options. This resulted in total
compensation of $300,901, which represents a 27.0% increase from the previous
year. Mr. Sheaffer's salary-at-risk performance bonus reflected the
attainment of the specific performance criteria for the fiscal year
established by the Board in the Company's salary-at-risk performance bonus
plan. The Committee believes that Mr. Sheaffer's compensation is appropriate
based on the Company's overall compensation policy, on the basis of the
Committee's consideration of peer group data, and the superior financial
performance of the Company during the fiscal year. Mr. Sheaffer did not
participate in the Committee's consideration of his compensation level for the
fiscal year.
Compensation Committee of the Board of Directors:
/s/Paul Runyan, Chairman
/s/Gary Douglass
/s/Dale Scarbrough
Compensation Committee Interlocks and Insider Participation. No
executive officer of the Company has served as a member of the compensation
committee of another entity, one of whose executive officers served on the
Compensation Committee. No executive officer of the Company has served as a
director of another entity, one of whose executive officers served on the
Compensation Committee. No executive officer of the Company has served as a
member of the compensation committee of another entity, one of whose executive
officers served as a director of the Company.
Performance Graph. The following graph compares the cumulative total
shareholder return on the Company's Common Stock with the cumulative total
return on the S&P 500 (U.S. Stock) Index and a peer group of the SNL All
Thrift Index. Total return assumes the reinvestment of all dividends and that
the value of the Company's Common Stock and each index was $100 on March 31,
1994.
11
<PAGE>
[Performance Graph is shown here]
Period Ending
----------------------------------------------------------
Index 3/31/94 3/31/95 3/31/96 3/31/97 3/31/98 3/31/99
Riverview Bancorp, ------- ------- ------- ------- ------- -------
Inc. 100.00 104.81 160.62 195.30 469.02 338.22
S&P 500 100.00 115.57 152.67 182.78 270.54 320.44
SNL Thrift Index 100.00 116.72 163.77 228.53 382.34 315.82
- ------------------------------------------------------------------------------
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
- ------------------------------------------------------------------------------
Section 16(a) of the Exchange Act requires the Company's executive
officers and directors, and persons who own more than 10% of any registered
class of the Company's equity securities, to file reports of ownership and
changes
12
<PAGE>
in ownership with the Securities and Exchange Commission. Executive officers,
directors and greater than 10% shareholders are required by regulation to
furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms it has received
and written representations provided to the Company by the above referenced
persons, the Company believes that during the fiscal year ended March 31, 1999
all filing requirements applicable to its reporting officers, directors and
greater than 10% shareholders were properly and timely complied with.
- ------------------------------------------------------------------------------
TRANSACTIONS WITH MANAGEMENT
- ------------------------------------------------------------------------------
Federal regulations require that all loans or extensions of credit to
executive officers and directors must be made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons (unless the loan or extension of
credit is made under a benefit program generally available to all other
employees and does not give preference to any insider over any other employee)
and does not involve more than the normal risk of repayment or present other
unfavorable features. The Bank is therefore prohibited from making any new
loans or extensions of credit to the Bank's executive officers and directors
and at different rates or terms than those offered to the general public and
has adopted a policy to this effect. The aggregate amount of loans by the
Bank to its executive officers and directors was approximately $741,000 at
March 31, 1999. Such loans (i) were made in the ordinary course of business,
(ii) were made on substantially the same terms and conditions, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with the Bank's other customers, and (iii) did not involve more
than the normal risk of collectibility or present other unfavorable features
when made.
- ------------------------------------------------------------------------------
AUDITORS
- ------------------------------------------------------------------------------
The Board of Directors has appointed Deloitte & Touche LLP, independent
public accountants, to serve as the Company's auditors for the fiscal year
ending March 31, 2000. A representative of Deloitte & Touche LLP will be
present at the Annual Meeting to respond to appropriate questions from
shareholders and will have the opportunity to make a statement if he or she so
desires.
- ------------------------------------------------------------------------------
OTHER MATTERS
- ------------------------------------------------------------------------------
The Board of Directors is not aware of any business to come before the
Annual Meeting other than those matters described above in this Proxy
Statement. However, if any other matters should properly come before the
Annual Meeting, it is intended that proxies in the accompanying form will be
voted in respect thereof in accordance with the judgment of the person or
persons voting the proxies.
- ------------------------------------------------------------------------------
MISCELLANEOUS
- ------------------------------------------------------------------------------
The cost of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, directors, officers and regular employees
of the Corporation may solicit proxies personally or by telephone without
additional compensation.
The Company's Annual Report to Stockholders, which includes the Company's
Annual Report on From 10-K as filed with the SEC, has been mailed to
stockholders as of the close of business on the Voting Record Date. Any
stockholder who has not received a copy of such Annual Report may obtain a
copy by writing to the Secretary of the
13
<PAGE>
Company. The Annual Report is not to be treated as part of the proxy
solicitation material or as having been incorporated herein by reference.
- ------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
- ------------------------------------------------------------------------------
In order to be eligible for inclusion in the Company's proxy solicitation
materials for next year's Annual Meeting of Stockholders, any stockholder
proposal to take action at such meeting must be received at the Company's main
office at 700 N.E. Fourth Avenue, Camas, Washington, no later than February 4,
2000. Any such proposals shall be subject to the requirements of the proxy
solicitation rules adopted under the Exchange Act.
The Company's Articles of Incorporation generally provides that if a
stockholder intends to nominate a candidate for election as a director, the
stockholder must deliver written notice of his or her intention to the
Secretary of the Corporation not less than thirty days nor more than sixty
days prior to the date of a meeting of stockholders; provided, however, that
if less than thirty-one days' notice of the date of the meeting is given or
made to stockholders, such written notice must be delivered to the Secretary
of the Company not later than the close of the tenth day following the day on
which notice of the meeting was mailed to stockholders. The notice must set
forth all information as would be required to be included in a proxy statement
soliciting proxies for the election of the proposed nominee pursuant to the
Exchange Act, including, without limitation, such person's written consent to
being named in the proxy statement as a nominee and to serving as a director,
if elected, and, as to the stockholder giving such notice, his or her name and
address as they appear on the Company's books, and the class and number of
shares of the Company which are beneficially owned by such stockholder.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Phyllis Kreibich
PHYLLIS KREIBICH
CORPORATE SECRETARY
Camas, Washington
June 21, 1999
14
<PAGE>
REVOCABLE PROXY
RIVERVIEW BANCORP, INC.
- ------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
July 21, 1999
- ------------------------------------------------------------------------------
The undersigned hereby appoints the official Proxy Committee of the Board
of Directors of Riverview Bancorp, Inc. with full powers of substitution, as
attorneys and proxies for the undersigned, to vote all shares of common stock
of Riverview Bancorp, Inc. ("Company") which the undersigned is entitled to
vote at the Annual Meeting of Stockholders, to be held at the Royal Oaks
Country Club, 8917 N.E. Fourth Plain Boulevard, Vancouver, Washington, on
Wednesday, July 21, 1999, at 10:00 a.m., local time, and at any and all
adjournments thereof, as indicated.
VOTE
FOR WITHHELD
--- --------
1. The election as director of the nominees [ ] [ ]
listed below (except as marked to the
contrary below).
Patrick Sheaffer
Edward R. Geiger
INSTRUCTIONS: To withhold your vote
for any individual nominee, write the
nominee's name on the line below.
----------------------------------------
2. In their discretion, upon such other matters
as may properly come before the meeting.
The Board of Directors recommends a vote "FOR" the above proposal.
- ------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE PROPOSITION STATED. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH 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.
- ------------------------------------------------------------------------------
<PAGE>
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 the Company
at the Meeting of the shareholder'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 the Company, prior to the
execution of this proxy, of the Notice of Annual Meeting of Stockholders, a
Proxy Statement for the Annual Meeting of Stockholders, and the 1999 Annual
Report to Stockholders.
Dated: , 1999
---------------
- ------------------------------------ ------------------------------------
PRINT NAME OF SHAREHOLDER PRINT NAME OF SHAREHOLDER
- ------------------------------------ ------------------------------------
SIGNATURE OF SHAREHOLDER SIGNATURE OF SHAREHOLDER
Please sign exactly as your name appears on the enclosed card. When signing
as attorney, executor, administrator, trustee or guardian, please give your
full title. If shares are held jointly, only one signature is required, but
each holder should sign, if possible.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
<PAGE>
